Form 8-K

8-K — PSQ Holdings, Inc.

Accession: 0001104659-26-040415

Filed: 2026-04-07

Period: 2026-04-01

CIK: 0001847064

SIC: 7310 (SERVICES-ADVERTISING)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tm2611331d1_8k.htm (Primary)

EX-3.1 — EXHIBIT 3.1 (tm2611331d1_ex3-1.htm)

EX-99.1 — EXHIBIT 99.1 (tm2611331d1_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):

April 1, 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)

(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 5.02. Departure of Directors or Certain Officers; Election

of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of James Rinn as Chief Financial

Officer

On April 1, 2026, James Rinn provided notice

to PSQ Holdings, Inc. (the “Company”) of his resignation from the position of Chief Financial Officer of the Company, effective

April 30, 2026. Mr. Rinn’s resignation was not the result of a disagreement between Mr. Rinn and the Company on any matter relating

to the Company’s operations, policies, or practices.

Appointment of Michael Pena as Chief Financial Officer

On April 6, 2026, the Board of Directors (the “Board”)

of the Company appointed Michael Pena to the role of Chief Financial Officer of the Company, effective May 1, 2026.

Michael Pena, 43, is an experienced finance executive with a background

in structured finance, credit, operations, investor relations, and financial technology. Mr. Pena currently serves as Senior Vice President

of Finance at the Company. In that role, he leads financial operations, accounting, and portfolio analytics, and manages the Company’s

credit warehouse facility while also supporting risk, insurance, and audit functions. Mr. Pena played a key role in Credova’s acquisition

by the Company in March 2024. Prior to the acquisition, he served as Director of Finance of Credova from October 2019 to August 2021

and then CFO of Credova from August 2021 until its sale to the Company in March 2024. In that role, Mike has led the finance team at

Credova, guiding all aspects of the company’s finance, accounting, and risk functions. Earlier in his career, Mr. Pena held roles

at State Street Bank and Trust. He began his career in public accounting, working on audit and tax engagements. Mr. Pena holds an MBA

in Entrepreneurship from Drury University and a BS in Accounting from Missouri State.

There are no arrangements or understandings between Mr. Pena and any

other persons pursuant to which he was selected as Chief Financial Officer. Mr. Pena does not have a family relationship with any director

or executive officer of the Company. Mr. Pena has not engaged in any transaction with the Company that would be reportable as a related

party transaction under Item 404(a) of Regulation S-K.

Appointment of Krista Wenzel as Chief Accounting Officer

On April 6, 2026, the Board of the Company appointed Krista Wenzel

to the role of Chief Accounting Officer of the Company, effective May 1, 2026.

Krista Wenzel, 39, is a seasoned finance executive with extensive

experience in public company leadership, capital markets, and enterprise finance operations. She currently serves as Senior Vice President

of Finance & Accounting at the Company, a role she has held since November 2025. Ms. Wenzel was Vice President of Accounting at the

Company from September 2024 to November 2025. Before joining the Company, she served as Chief Financial Officer for multiple infrastructure

investment platforms at Meridiam, including the Fiber Platform from April 2023 to September 2024 and the Iowa Energy Collaborative, LLC,

from April 2020 to April 2023. In these roles at Meridiam, Ms. Wenzel led finance, treasury, tax, HR, IT, and risk functions and supported

capital structures exceeding $1.0 billion, including major financings such as a $320 million project financing and a $600 million revolving

credit facility. Earlier in her career, she founded KDW Advisors and held finance leadership roles in consulting firms and municipal

utilities. Ms. Wenzel holds an MBA from the University of Phoenix, a BS in Accounting from Iowa State University, and is a Certified

Public Accountant.

There are no arrangements or understandings between Ms. Wenzel and

any other persons pursuant to which she was selected as Chief Accounting Officer. Ms. Wenzel does not have a family relationship with

any director or executive officer of the Company. Ms. Wenzel has not engaged in any transaction with the Company that would be reportable

as a related party transaction under Item 404(a) of Regulation S-K.

Item 5.03 Amendments to Articles of Incorporation or Bylaws;

Change in Fiscal Year.

On April 2, 2026, the Board of the Company approved the Second Amended

and Restated Bylaws of the Company (the “Second Amended and Restated Bylaws”). The Second Amended and Restated Bylaws amend

and restate the Company’s Amended and Restated Bylaws in their entirety to: (i) lower the number of holders of the shares of issued

and outstanding capital stock of the Company entitled to vote at a meeting of stockholders that constitutes a quorum from a majority

to one-third; and (ii) remove a reference to the date of a previous annual meeting of stockholders.

The foregoing description of the Second Amended and Restated Bylaws

is qualified by reference to the Second Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1 and is incorporated

herein by reference.

Item 7.01 Regulation FD Disclosure.

On April 7, 2026, the Company issued a press release announcing the resignation of

Mr. Rinn and the appointments of Mr. Pena and Ms. Wenzel, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form

8-K and incorporated into this Item 7.01 by reference.

The information in Item 7.01 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, or the Exchange Act, except

as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Description

3.1

Second Amended and Restated Bylaws of PSQ Holdings,

Inc.

99.1

Press

Release, dated April 7, 2026

104

Cover Page Interactive Data File (embedded

within the Inline XBRL document)

SIGNATURES

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: April 7, 2026

By:

/s/ Jim Giudice

Name:

Jim Giudice

Title:

Chief Legal Officer

EX-3.1 — EXHIBIT 3.1

EX-3.1

Filename: tm2611331d1_ex3-1.htm · Sequence: 2

Exhibit 3.1

SECOND AMENDED AND RESTATED BYLAWS

PSQ HOLDINGS, INC.

TABLE OF CONTENTS

Page

Article I STOCKHOLDERS

1.1.

Place of Meetings

1.2.

Annual Meeting

1.3.

Special Meetings

1.4.

Record Date for Stockholder Meetings

1.5.

Notice of Meetings

1.6.

Voting List

1.7.

Quorum

1.8.

Adjournments

1.9.

Voting and Proxies

1.10.

Action at Meeting

1.11.

Nomination of Directors

1.12.

Notice of Business at Annual Meetings

1.13.

Conduct of Meetings

1.14.

No Action by Consent in Lieu of a Meeting

Article II DIRECTORS

2.1.

General Powers

2.2.

Number, Election and Qualification

2.3.

Chairman of the Board; Vice Chairman of the Board

2.4.

Terms of Office

2.5.

Quorum

2.6.

Action at Meeting

2.7.

Removal

2.8.

Vacancies

2.9.

Resignation

2.10.

Regular Meetings

2.11.

Special Meetings

2.12.

Notice of Special Meetings

2.13.

Meetings by Conference Communications Equipment

2.14.

Action by Consent

2.15.

Committees

2.16.

Emergency Bylaws

Article III OFFICERS

3.1.

Titles

3.2.

Election

3.3.

Qualification

3.4.

Tenure

3.5.

Resignation and Removal

3.6.

Vacancies

3.7.

President; Chief Executive Officer

3.8.

Vice Presidents

3.9.

Secretary and Assistant Secretaries

3.10.

Treasurer and Assistant Treasurers

3.11.

Salaries

3.12.

Delegation of Authority

Article IV CAPITAL STOCK

4.1.

Issuance of Stock

4.2.

Stock Certificates; Uncertificated Shares

4.3.

Transfers

4.4.

Lost, Stolen or Destroyed Certificates

4.5.

Regulations

Article V GENERAL PROVISIONS

5.1.

Fiscal Year

5.2.

Corporate Seal

5.3.

Record Date for Purposes Other Than Stockholder Meetings

5.4.

Waiver of Notice

5.5.

Voting of Securities

5.6.

Evidence of Authority

5.7.

Certificate of Incorporation

5.8.

Severability

5.9.

Pronouns

Article VI AMENDMENTS

Article I

STOCKHOLDERS

1.1.            Place

of Meetings. All meetings of stockholders shall be held at such place, if any, as may be designated from time to time by the Board

of Directors (the “Board”), the Chairman of the Board or the Chief Executive Officer or, if not so designated, at the

principal executive office of PSQ Holdings, Inc. (the “Corporation”). The Board may, in its sole discretion, determine

that a meeting shall not be held at any place, but shall instead be held solely by means of remote communication in a manner consistent

with Section 211(a)(2) of the General Corporation Law of the State of Delaware (“DGCL”).

1.2.            Annual

Meeting. The annual meeting of stockholders for the election of directors and for the transaction of such other business as may properly

be brought before the meeting shall be held on a date and at an hour designated by the Board, the Chairman of the Board or the Chief Executive

Officer. The Corporation may postpone, reschedule or cancel any previously scheduled annual meeting of stockholders.

1.3.            Special

Meetings. Special meetings of stockholders for any purpose or purposes may be called at any time only by the Board, and may not be

called by any other person or persons. Business transacted at any special meeting of stockholders shall be limited to matters relating

to the purpose or purposes stated in the notice of meeting. The Corporation may postpone, reschedule or cancel any previously scheduled

special meeting of stockholders.

1.4.            Record

Date for Stockholder Meetings. In order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders

or any adjournment thereof, the Board may fix in advance, a record date, which record date shall not precede the date upon which the resolution

fixing the record date is adopted by the Board, and which record date shall not be more than 60 nor less than 10 days before the date

of such meeting. If the Board so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote

at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting

shall be the date for making such determination. If no record date is fixed by the, the record date for determining stockholders entitled

to notice of and to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice

is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination

of stockholders of record entitled to notice of and to vote at a meeting of stockholders shall apply to any adjournment of the meeting;

provided, however, that the Board may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting,

and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier

date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.

1.5.            Notice

of Meetings. Except as otherwise provided by law, the Certificate of Incorporation or these bylaws, notice of each meeting of stockholders,

whether annual or special, shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder of

record entitled to vote at such meeting as of the record date for determining the stockholders entitled to notice of the meeting. Without

limiting the manner by which notice otherwise may be given to stockholders, any notice shall be effective if given in accordance with

Section 232 of the DGCL (Delivery of notice; notice by electronic transmission). The notices of all meetings shall state the place,

if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxyholders may be deemed

to be present in person and vote at such meeting, and the record date for determining stockholders entitled to vote at the meeting, if

such date is different from the record date for determining stockholders entitled to notice of the meeting. The notice of a special meeting

shall state, in addition, the purpose or purposes for which the meeting is called.

1.6.            Voting

List. The Corporation shall prepare, no later than the 10th day before each meeting of stockholders, a complete list of

the stockholders entitled to vote at the meeting (provided, however, if the record date for determining the stockholders entitled to vote

is less than 10 days before the meeting date, the list shall reflect the stockholders entitled to vote as of the 10th day before

the meeting), arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name

of each stockholder. Such list shall be open to the examination of any stockholder for any purpose germane to the meeting for a period

of 10 days ending on the day before the meeting date: (a) on a reasonably accessible electronic network, provided that the information

required to gain access to such list is provided with the notice of the meeting, or (b) during ordinary business hours, at the principal

place of business of the Corporation. Except as otherwise provided by law, the stock ledger shall be the only evidence as to who are the

stockholders entitled to examine the list of stockholders required by this Section 1.6 or to vote in person or by proxy at any meeting

of stockholders.

1.7.            Quorum.

Except as otherwise provided by law, the Certificate of Incorporation or these bylaws, the holders of one-third in voting power of the

shares of the capital stock of the Corporation issued and outstanding and entitled to vote at the meeting, present in person, present

by means of remote communication in a manner, if any, authorized by the Board in its sole discretion, or represented by proxy, shall constitute

a quorum for the transaction of business; provided, however, that where a separate vote by a class or classes or series of capital stock

is required by law or the Certificate of Incorporation, the holders of one-third in voting power of the shares of such class or classes

or series of the capital stock of the Corporation issued and outstanding and entitled to vote on such matter, present in person, present

by means of remote communication in a manner, if any, authorized by the Board in its sole discretion, or represented by proxy, shall constitute

a quorum entitled to take action with respect to the vote on such matter. A quorum, once established at a meeting, shall not be broken

by the withdrawal of enough votes to leave less than a quorum.

1.8.            Adjournments.

Any meeting of stockholders may be adjourned from time to time to reconvene at any other time and to any other place at which a meeting

of stockholders may be held under these bylaws by the chairman of the meeting. When a meeting is adjourned to another time or place (including

an adjournment taken to address a technical failure to convene or continue a meeting using remote communication), notice need not be given

of the adjourned meeting if the time, place, if any, thereof, and the means of remote communications, if any, by which stockholders and

proxy holders may be deemed to be present in person and vote at such adjourned meeting are (a) announced at the meeting at which

the adjournment is taken, (b) displayed, during the time scheduled for the meeting, on the same electronic network used to enable

stockholders and proxy holders to participate in the meeting by means of remote communication or (c) set forth in the notice of meeting

given in accordance with Section 1.5 hereof. At the adjourned meeting, the Corporation may transact any business that might have

been transacted at the original meeting. If the adjournment is for more than 30 days, a notice of the adjourned meeting shall be given

to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for determination of stockholders

entitled to vote is fixed for the adjourned meeting, the Board shall fix a new record date for determining stockholders entitled to notice

of such adjourned meeting that is the same or an earlier date as that fixed for determination of stockholders entitled to vote at such

adjourned meeting, and shall give notice of the adjourned meeting to each stockholder of record entitled to vote at such adjourned meeting

as of the record date fixed for notice of such adjourned meeting.

1.9.            Voting

and Proxies. Each stockholder shall have one vote upon the matter in question for each share of stock entitled to vote held of record

by such stockholder and a proportionate vote for each fractional share so held, unless otherwise provided by law or the Certificate of

Incorporation (including, without limitation, as provided in the Certificate of Incorporation with respect to the Corporation’s

Class C Common Stock, par value $0.0001 per share). Each stockholder of record entitled to vote at a meeting of stockholders may

vote in person (including by means of remote communications, if any, by which stockholders may be deemed to be present in person and vote

at such meeting) or may authorize another person or persons to vote for such stockholder by a proxy executed or transmitted in a manner

permitted by the DGCL by the stockholder or such stockholder’s authorized officer, director, employee or agent and delivered (including

by electronic transmission) to the Secretary of the Corporation. No such proxy shall be voted upon after three years from the date of

its execution, unless the proxy expressly provides for a longer period. Any person directly or indirectly soliciting proxies from stockholders

of the Corporation must use a proxy card color other than white, the color white being reserved for the exclusive use of the Board of

the Corporation.

1.10.           Action

at Meeting. When a quorum is present at any meeting, any matter other than the election of directors to be voted upon by the stockholders

at such meeting shall be decided by the vote of the holders of shares of stock having a majority in voting power of the votes cast by

the holders of all of the shares of stock present or represented at the meeting and voting affirmatively or negatively on such matter

(or if there are two or more classes or series of stock entitled to vote as separate classes, then in the case of each such class or series,

the holders of a majority in voting power of the shares of stock of that class or series present or represented at the meeting and voting

affirmatively or negatively on such matter), except when a different vote is required by law, the Certificate of Incorporation or these

bylaws. When a quorum is present at any meeting, any election by stockholders of directors shall be determined by a plurality of the votes

cast by the stockholders entitled to vote on the election.

1.11.          Nomination

of Directors.

(a)            Except

for any directors entitled to be elected by the holders of preferred stock, only persons who are nominated in accordance with the procedures

in this Section 1.11 shall be eligible for election as directors at any meeting of stockholders. Nomination for election to the Board

at a meeting of stockholders may be made only (i) by or at the direction of the Board or (ii) by any stockholder of the Corporation

who (x) has given timely notice thereof in writing to the Secretary in accordance with the procedures in, and otherwise complies

with, Section 1.11(b), (y) is a stockholder of record who is entitled to vote for the election of such nominee on the date of

the giving of such notice and on the record date for the determination of stockholders entitled to vote at such meeting and (z) is

entitled to vote at such meeting. Notwithstanding the foregoing or anything herein to the contrary, a stockholder of the Corporation may

make nominations for election to the Board at a special meeting of stockholders pursuant to the foregoing clause (ii) only if the

Board has determined, in accordance with Section 1.3, that directors shall be elected at such special meeting and at such time that

the stockholders are not prohibited from filling vacancies or newly created directorships on the Board. The number of nominees a stockholder

may nominate for election at a meeting (or in the case of a stockholder giving the notice on behalf of a beneficial owner, the number

of nominees a stockholder may nominate for election at the meeting on behalf of such beneficial owner) shall not exceed the number of

directors to be elected at such meeting.

(b)           To

be timely, a stockholder’s notice must be received in writing by the Secretary at the principal executive office of the Corporation

as follows: (i) in the case of an election of directors at an annual meeting of stockholders, not less than 90 days nor more than

120 days prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date

of the annual meeting is advanced by more than 30 days, or delayed by more than 60 days, from the first anniversary of the preceding year’s

annual meeting, or if no annual meeting was held or deemed to have been held in the preceding year, a stockholder’s notice must

be so received not earlier than the 120th day prior to such annual meeting and not later than the close of business on the

later of (A) the 90th day prior to such annual meeting and (B) the 10th day following the day on which

notice of the date of such annual meeting was given or public disclosure of the date of such annual meeting was made, whichever first

occurs; or (ii) in the case of an election of directors at a special meeting of stockholders, provided that the Board has determined,

in accordance with Section 1.3, that directors shall be elected at such special meeting and the stockholders are not then prohibited

from filling vacancies or newly created directorships on the Board, and provided further that the nomination made by the stockholder is

for one of the director positions that the Board has determined will be filled at such special meeting, not earlier than the 120th

day prior to such special meeting and not later than the close of business on the later of (x) the 90th day prior to such

special meeting and (y) the 10th day following the day on which notice of the date of such special meeting was given or

public disclosure of the date of such special meeting was made, whichever first occurs. In no event shall the adjournment or postponement

of a meeting (or the public disclosure thereof) commence a new time period (or extend any time period) for the giving of a stockholder’s

notice.

The stockholder’s notice

to the Secretary shall set forth: (A) as to each proposed nominee (1) such person’s name, age, business address and, if known, residence

address, (2) such person’s principal occupation or employment, (3) the class and series and number of shares of stock of the Corporation

that are, directly or indirectly, owned, beneficially or of record, by such person, (4) a description of all direct and indirect compensation

and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships,

between or among (x) the stockholder, the beneficial owner, if any, on whose behalf the nomination is being made and the respective affiliates

and associates of, or others acting in concert with, such stockholder and such beneficial owner (each, a “Stockholder Associated

Person”), on the one hand, and (y) each proposed nominee, and his or her respective affiliates and associates, or others acting

in concert with such nominee(s), on the other hand, including all information that would be required to be disclosed pursuant to Item

404 of Regulation S-K if the stockholder making the nomination and any beneficial owner on whose behalf the nomination is made or any

Stockholder Associated Person were the “registrant” for purposes of such Item and the proposed nominee were a director or

executive officer of such registrant, and (5) any other information concerning such person that must be disclosed as to nominees in proxy

solicitations pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”);

and (B) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination is being made (1) the

name and address of such stockholder, as they appear on the Corporation’s books, and of such beneficial owner, (2) the class and

series and number of shares of stock of the Corporation that are, directly or indirectly, owned, beneficially or of record, by such stockholder

and such beneficial owner, (3) a description of any material interest related to the nomination of such stockholder, such beneficial owner

and/or any Stockholder Associated Person, (4) a description of any agreement, arrangement or understanding between or among such stockholder,

such beneficial owner and/or any Stockholder Associated Person and each proposed nominee and any other person or persons (including their

names) pursuant to which the nomination(s) are being made or who may participate in the solicitation of proxies or votes in favor of electing

such nominee(s), (5) a description of any agreement, arrangement or understanding (including any derivative or short positions, swaps,

profit interests, options, warrants, convertible securities, stock appreciation or similar rights, hedging transactions, and borrowed

or loaned shares) that has been entered into by, or on behalf of, such stockholder, such beneficial owner and/or any Stockholder Associated

Person, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease

the voting power of, such stockholder, such beneficial owner and/or any Stockholder Associated Person with respect to shares of stock

of the Corporation, (6) any other information relating to such stockholder, such beneficial owner and/or any Stockholder Associated Person

that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies

for the election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated

thereunder, (7) a representation that such stockholder intends to appear in person or by proxy at the meeting to nominate the person(s)

named in its notice, (8) a representation that such stockholder, such beneficial owner and/or any Stockholder Associated Person has complied,

and will comply, with all applicable requirements of state law and the Exchange Act with respect to matters set forth in this Section

1.11, and (9) a representation whether such stockholder, such beneficial owner and/or any Stockholder Associated Person intends or is

part of a group that intends (x) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s

outstanding capital stock reasonably believed by such stockholder or such beneficial owner to be sufficient to elect the nominee (and

such representation shall be included in any such proxy statement and form of proxy) and/or (y) otherwise to solicit proxies or votes

from stockholders in support of such nomination (and such representation shall be included in any such solicitation materials). Not later

than 10 days after the record date for the meeting, the information required by Items (A)(1)-(5) and (B)(1)-(6) of the prior sentence

shall be supplemented by the stockholder giving the notice to provide updated information as of the record date. In addition, to be effective,

the stockholder’s notice must also be accompanied by the written consent of the proposed nominee to being named in the Corporation’s

proxy statement and accompanying proxy card as a nominee and to serve as a director if elected. The Corporation may require any proposed

nominee to furnish such other information as the Corporation may reasonably require to determine, among other things, the eligibility

of such proposed nominee to serve as a director of the Corporation or whether such nominee would be independent under applicable Securities

and Exchange Commission and stock exchange rules and the Corporation’s publicly disclosed corporate governance guidelines. Notwithstanding

anything herein to the contrary, a stockholder shall not have complied with this Section 1.11(b) if the stockholder, beneficial owner

and/or any Stockholder Associated Person solicits or does not solicit, as the case may be, proxies or votes in support of such stockholder’s

nominee in contravention of the representations with respect thereto required by this Section 1.11.

Such notice must also be accompanied

by a representation as to whether or not such stockholder, beneficial owner and/or any Stockholder Associated Person intends to solicit

proxies in support of any director nominees other than the Corporation’s nominees in accordance with Rule 14a-19 under the Exchange

Act, and, where such stockholder, beneficial owner and/or Stockholder Associated Person intends to so solicit proxies, the notice and

information required by Rule 14a-19(b) under the Exchange Act. Notwithstanding anything to the contrary in these bylaws, unless otherwise

required by law, if any stockholder, beneficial owner and/or Stockholder Associated Person (i) provides notice pursuant to Rule 14a-19(b)

under the Exchange Act and (ii) subsequently fails to comply with the requirements of Rule 14a-19(a)(2) and Rule 14a- 19(a)(3) under the

Exchange Act (or fails to timely provide reasonable evidence sufficient to satisfy the Corporation that such stockholder, beneficial owner

and/or Stockholder Associated Person has met the requirements of Rule 14a-19(a)(3) promulgated under the Exchange Act in accordance with

the following sentence), then the nomination of each of the director nominees proposed by such stockholder, beneficial owner and/or Stockholder

Associated Person shall be disregarded, notwithstanding that proxies or votes in respect of the election of such proposed nominees may

have been received by the Corporation (which proxies and votes shall be disregarded). Upon request by the Corporation, if any stockholder,

beneficial owner and/or Stockholder Associated Person provides notice pursuant to Rule 14a-19(b) under the Exchange Act, such stockholder,

beneficial owner and/or Stockholder Associated Person shall deliver to the Corporation, no later than five business days prior to the

applicable meeting, reasonable evidence that it has met the requirements of Rule 14a-19(a)(3) under the Exchange Act.

chairman of any meeting (and, in advance of any meeting, the Board) shall have the power and duty to determine whether a nomination was

made in accordance with the provisions of this Section 1.11 (including whether the stockholder, beneficial owner and/or any Stockholder

Associated Person did or did not so solicit, as the case may be, proxies or votes in support of such stockholder’s nominee in compliance

with the representations with respect thereto required by this Section 1.11), and if the chairman (or the Board) should determine that

a nomination was not made in accordance with the provisions of this Section 1.11, the chairman shall so declare to the meeting and such

nomination shall not be brought before the meeting.

(d)           Except as otherwise required by law (including Rule 14a-19 under the Exchange Act), nothing in this Section 1.11 shall obligate

the Corporation or the Board to include in any proxy statement, proxy card or other stockholder communication distributed on behalf of

the Corporation or the Board the name of or other information with respect to any nominee for director submitted by a stockholder.

(e)           Notwithstanding

the foregoing provisions of this Section 1.11, unless otherwise required by law, if the stockholder (or a qualified representative of

the stockholder) does not appear at the meeting to present a nomination, such nomination shall not be brought before the meeting, notwithstanding

that proxies in respect of such nominee may have been received by the Corporation. For purposes of this Section 1.11, to be considered

a “qualified representative of the stockholder”, a person must be a duly authorized officer, manager or partner of such stockholder

or must be authorized by a written instrument executed by such stockholder or an electronic transmission delivered by such stockholder

to act for such stockholder as proxy at the meeting of stockholders and such person must produce such written instrument or electronic

transmission, or a reliable reproduction of the written instrument or electronic transmission, at the meeting of stockholders.

(f)            For

purposes of this Section 1.11, “public disclosure” shall include disclosure in a press release reported by the Dow Jones

News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities

and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

(g)           Unless

the Corporation elects otherwise, a stockholder’s notice to the Corporation of nominations shall be in writing exclusively (and

not in an electronic transmission) and shall be delivered exclusively by hand (including, without limitation, overnight courier service)

or by certified or registered mail, return receipt requested, and the Corporation shall not be required to accept delivery of any document

not in such written form or so delivered.

1.12.

Notice of Business at Annual Meetings.

(a)            At

any annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting.

To be properly brought before an annual meeting, business must be (i) specified in the notice of meeting (or any supplement thereto)

given by or at the direction of the Board, (ii) otherwise properly brought before the meeting by or at the direction of the Board, or

(iii) properly brought before the meeting by a stockholder. For business to be properly brought before an annual meeting by a stockholder,

(A) if such business relates to the nomination of a person for election as a director of the Corporation, the procedures in Section 1.11

must be complied with and (B) if such business relates to any other matter, the business must constitute a proper matter under Delaware

law for stockholder action and the stockholder must (x) have given timely notice thereof in writing to the Secretary in accordance with

the procedures in, and otherwise complied with, Section 1.12(b), (y) be a stockholder of record who is entitled to vote on such business

on the date of the giving of such notice and on the record date for the determination of stockholders entitled to vote at such annual

meeting and (z) be entitled to vote at such annual meeting.

(b)           To be timely, a stockholder’s notice must be received in writing by the Secretary at the principal executive office of the

Corporation not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting;

provided, however, that in the event that the date of the annual meeting is advanced by more than 30 days, or delayed by more than 60

days, from the first anniversary of the preceding year’s annual meeting, or if no annual meeting was held or deemed to have been

held in the preceding year, a stockholder’s notice must be so received not earlier than the 120th day prior to such annual

meeting and not later than the close of business on the later of (x) the 90th day prior to such annual meeting and (y) the

10th day following the day on which notice of the date of such annual meeting was given or public disclosure of the date of

such annual meeting was made, whichever first occurs. In no event shall the adjournment or postponement of an annual meeting (or the public

disclosure thereof) commence a new time period (or extend any time period) for the giving of a stockholder’s notice.

The stockholder’s notice

to the Secretary shall set forth: (A) as to each matter the stockholder proposes to bring before the annual meeting (1) a brief

description of the business desired to be brought before the annual meeting, (2) the text of the proposal (including the exact text

of any resolutions proposed for consideration and, in the event that such business includes a proposal to amend the bylaws, the exact

text of the proposed amendment), and (3) the reasons for conducting such business at the annual meeting, and (B) as to the stockholder

giving the notice and the beneficial owner, if any, on whose behalf the proposal is being made (1) the name and address of such stockholder,

as they appear on the Corporation’s books, and of such beneficial owner, (2) the class and series and number of shares of stock

of the Corporation that are, directly or indirectly, owned, beneficially or of record, by such stockholder and such beneficial owner,

(3) a description of any material interest of such stockholder, such beneficial owner and/or any Stockholder Associated Person in

the business proposed to be brought before the annual meeting, (4) a description of any agreement, arrangement or understanding between

or among such stockholder, such beneficial owner, any Stockholder Associated Person and any other person or persons (including their names)

in connection with the proposal of such business or who may participate in the solicitation of proxies in favor of such proposal, (5) a

description of any agreement, arrangement or understanding (including any derivative or short positions, swaps, profit interests, options,

warrants, convertible securities, stock appreciation or similar rights, hedging transactions, and borrowed or loaned shares) that has

been entered into by, or on behalf of, such stockholder, such beneficial owner and/or any Stockholder Associated Person, the effect or

intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of,

such stockholder, such beneficial owner and/or any Stockholder Associated Person with respect to shares of stock of the Corporation, (6) any

other information relating to such stockholder, such beneficial owner and/or any Stockholder Associated Person that would be required

to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for the business

proposed pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder, (7) a representation

that such stockholder intends to appear in person or by proxy at the annual meeting to bring such business before the meeting, (8) a

representation that such stockholder, such beneficial owner and/or any Stockholder Associated Person has complied, and will comply, with

all applicable requirements of state law and the Exchange Act with respect to matters set forth in this Section 1.12, and (9) a

representation whether such stockholder, such beneficial owner and/or any Stockholder Associated Person intends or is part of a group

that intends (x) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s

outstanding capital stock required to approve or adopt the proposal (and such representation shall be included in any such proxy statement

and form of proxy) and/or (y) otherwise to solicit proxies or votes from stockholders in support of such proposal (and such representation

shall be included in any such solicitation materials). Not later than 10 days after the record date for the meeting, the information required

by Items (A)(3) and (B)(1)-(6) of the prior sentence shall be supplemented by the stockholder giving the notice to provide updated

information as of the record date. Notwithstanding anything in these bylaws to the contrary, no business shall be conducted at any annual

meeting of stockholders except in accordance with the procedures in this Section 1.12; provided that any stockholder proposal that

complies with Rule 14a-8 of the proxy rules (or any successor provision) promulgated under the Exchange Act and is to be included

in the Corporation’s proxy statement for an annual meeting of stockholders shall be deemed to comply with the notice requirements

of this Section 1.12. Notwithstanding anything herein to the contrary, a stockholder shall not have complied with this Section 1.12(b) if

the stockholder, beneficial owner and/or any Stockholder Associated Person solicits or does not solicit, as the case may be, proxies or

votes in support of such stockholder’s proposal in contravention of the representations with respect thereto required by this Section 1.12.

chairman of any annual meeting (and, in advance of any annual meeting, the Board) shall have the power and duty to determine whether business

was properly brought before the annual meeting in accordance with the provisions of this Section 1.12 (including whether the stockholder,

beneficial owner and/or any Stockholder Associated Person did or did not so solicit, as the case may be, proxies or votes in support of

such stockholder’s proposal in compliance with the representation with respect thereto required by this Section 1.12), and

if the chairman (or the Board) should determine that business was not properly brought before the annual meeting in accordance with the

provisions of this Section 1.12, the chairman of the meeting shall so declare to the meeting and such business shall not be brought

before the annual meeting.

(d)            Except

as otherwise required by law, nothing in this Section 1.12 shall obligate the Corporation or the Board to include in any proxy statement

or other stockholder communication distributed on behalf of the Corporation or the Board information with respect to any proposal submitted

by a stockholder.

(e)            Notwithstanding

the foregoing provisions of this Section 1.12, unless otherwise required by law, if the stockholder (or a qualified representative

of the stockholder) does not appear at the annual meeting to present business, such business shall not be considered, notwithstanding

that proxies in respect of such business may have been received by the Corporation.

(f)            For

purposes of this Section 1.12, the terms “qualified representative of the stockholder” and “public disclosure”

shall have the same meaning as in Section 1.11.

(g)           Unless

the Corporation elects otherwise, a stockholder’s notice to the Corporation of other business shall be in writing exclusively (and

not in an electronic transmission) and shall be delivered exclusively by hand (including, without limitation, overnight courier service)

or by certified or registered mail, return receipt requested, and the Corporation shall not be required to accept delivery of any document

not in such written form or so delivered.

1.13.          Conduct

of Meetings.

(a)            Unless

otherwise provided by the Board, meetings of stockholders shall be presided over by the Chairman of the Board, if any, or in the Chairman’s

absence by the Vice Chairman of the Board, if any, or in the Vice Chairman’s absence by the Chief Executive Officer, or in the Chief

Executive Officer’s absence by the President, or in the President’s absence by a Vice President, or in the absence of all

of the foregoing persons by a chairman designated by the Board. The Secretary shall act as secretary of the meeting, but in the Secretary’s

absence the chairman of the meeting may appoint any person to act as secretary of the meeting.

(b)           The

Board may adopt by resolution such rules, regulations and procedures for the conduct of any meeting of stockholders of the Corporation

as it shall deem appropriate including, without limitation, such guidelines and procedures as it may deem appropriate regarding the participation

by means of remote communication of stockholders and proxyholders not physically present at a meeting. Except to the extent inconsistent

with such rules, regulations and procedures as adopted by the Board, the chairman of any meeting of stockholders shall have the right

and authority to convene and (for any or no reason) to recess and/or adjourn the meeting and prescribe such rules, regulations and procedures

and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations

or procedures, whether adopted by the Board or prescribed by the chairman of the meeting, may include, without limitation, the following:

(i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order

at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to stockholders

entitled to vote at the meeting, their duly authorized and constituted proxies or such other persons as shall be determined by the Board

or the chairman of any meeting; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and

(v) limitations on the time allotted to questions or comments by participants. Unless and to the extent determined by the Board or

the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary

procedure.

chairman of the meeting shall announce at the meeting when the polls for each matter to be voted upon at the meeting will be opened and

closed. After the polls close, no ballots, proxies or votes or any revocations or changes thereto may be accepted.

(d)           In

advance of any meeting of stockholders, the Corporation shall appoint one or more inspectors of election to act at the meeting and make

a written report thereof. One or more other persons may be designated as alternate inspectors to replace any inspector who fails to act.

If no inspector or alternate is present, ready and willing to act at a meeting of stockholders, the chairman of the meeting shall appoint

one or more inspectors to act at the meeting. Unless otherwise required by law, inspectors may be officers, employees or agents of the

Corporation. Each inspector, before entering upon the discharge of such inspector’s duties, shall take and sign an oath faithfully

to execute the duties of inspector with strict impartiality and according to the best of such inspector’s ability. The inspector

shall have the duties prescribed by law and, when the vote is completed, shall make a certificate of the result of the vote taken and

of such other facts as may be required by law. Every vote taken by ballots shall be counted by a duly appointed inspector or duly appointed

inspectors.

1.14.          No

Action by Consent in Lieu of a Meeting. Except as otherwise provided by the Certificate of Incorporation, stockholders of the Corporation

may not take any action by consent in lieu of a meeting of stockholders.

Article II

DIRECTORS

2.1.            General

Powers. The business and affairs of the Corporation shall be managed by or under the direction of a Board, who may exercise all of

the powers of the Corporation except as otherwise provided by law or the Certificate of Incorporation.

2.2.            Number,

Election and Qualification. The number of directors of the Corporation shall be the number fixed by, or determined in the manner provided

in, the Certificate of Incorporation. Election of directors need not be by written ballot. Directors need not be stockholders of the Corporation.

In no case will a decrease in the number of directors shorten the term of any incumbent director.

2.3.            Chairman

of the Board; Vice Chairman of the Board. The Board may appoint from its members a Chairman of the Board and a Vice Chairman of the

Board, neither of whom need be an employee or officer of the Corporation. If the Board appoints a Chairman of the Board, such Chairman

shall perform such duties and possess such powers as are assigned by the Board and, if the Chairman of the Board is also designated as

the Corporation’s Chief Executive Officer, shall have the powers and duties of the Chief Executive Officer prescribed in Section 3.7

of these bylaws. If the Board appoints a Vice Chairman of the Board, such Vice Chairman shall perform such duties and possess such powers

as are assigned by the Board or the Chairman of the Board. Unless otherwise provided by the Board, the Chairman of the Board or, in the

Chairman’s absence, the Vice Chairman of the Board, if any, shall preside at all meetings of the Board.

2.4.            Terms

of Office. Directors shall be elected for such terms and in the manner provided by the Certificate of Incorporation and applicable

law. The term of each director shall continue until the election and qualification of his or her successor and be subject to his or her

earlier death, resignation or removal.

2.5.            Quorum.

The greater of (a) a majority of the directors at any time in office and (b) one-third of the number of directors established

by the Board pursuant to the Certificate of Incorporation shall constitute a quorum of the Board. If at any meeting of the Board there

shall be less than such a quorum, a majority of the directors present may adjourn the meeting from time to time without further notice

other than announcement at the meeting, until a quorum shall be present.

2.6.            Action

at Meeting. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is

present shall be regarded as the act of the Board, unless a greater number is required by law or by the Certificate of Incorporation.

2.7.            Removal.

Directors of the Corporation may be removed in the manner specified by the Certificate of Incorporation and applicable law.

2.8.            Vacancies.

Any vacancy or newly-created directorship on the Board, however occurring, shall be filled in the manner specified by the Certificate

of Incorporation and applicable law.

2.9.            Resignation.

Any director may resign by delivering a resignation in writing or by electronic transmission to the Corporation at its principal executive

office or to the Chairman of the Board, the Chief Executive Officer, the President or the Secretary. Such resignation shall be effective

upon receipt unless it is specified to be effective at some later time or upon the happening of some later event.

2.10.          Regular

Meetings. Regular meetings of the Board may be held without notice at such time and place as shall be determined from time to time

by the Board; provided that any director who is absent when such a determination is made shall be given notice of the determination. A

regular meeting of the Board may be held without notice immediately after and at the same place as the annual meeting of stockholders.

2.11.          Special

Meetings. Special meetings of the Board may be held at any time and place designated in a call by the Chairman of the Board, the Chief

Executive Officer, the President, two or more directors, or by one director in the event that there is only a single director in office.

2.12.           Notice

of Special Meetings. Notice of the time and place of any special meeting of directors shall be given to each director by the Secretary

or by the officer or one of the directors calling the meeting. Notice shall be duly given to each director (a) in person, by telephone

or by electronic transmission at least 24 hours in advance of the meeting, (b) by delivering written notice by hand, to such director’s

last known business or home address at least 48 hours in advance of the meeting, or (c) by sending written notice by first-class

mail to such director’s last known business or home address at least 72 hours in advance of the meeting. A notice or waiver of notice

of a meeting of the Board need not specify the purposes of the meeting.

2.13.          Meetings

by Conference Communications Equipment. Directors may participate in meetings of the Board or any committee thereof by means of conference

telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation

by such means shall constitute presence in person at such meeting.

2.14.          Action

by Consent. Any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without

a meeting if all members of the Board or committee, as the case may be, consent to the action in writing or by electronic transmission.

After an action is taken, the consent or consents relating thereto shall be filed with the minutes of proceedings of the Board or committee

in the same paper or electronic form as the minutes are maintained.

2.15.          Committees.

The Board may designate one or more committees, each committee to consist of one or more of the directors of the Corporation with such

lawfully delegable powers and duties as the Board thereby confers, to serve at the pleasure of the Board. The Board may designate one

or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.

In the absence or disqualification of a member of a committee, the member or members of the committee present at any meeting and not disqualified

from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at

the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the

Board and subject to the provisions of law, shall have and may exercise all the powers and authority of the Board in the management of

the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers that may require

it. Each such committee shall keep minutes and make such reports as the Board may from time to time request. Except as the Board may otherwise

determine, any committee may make rules for the conduct of its business, but unless otherwise provided by the directors or in such

rules, its business shall be conducted as nearly as possible in the same manner as is provided in these bylaws for the Board. Except as

otherwise provided in the Certificate of Incorporation, these bylaws, or the resolution of the Board designating the committee, a committee

may create one or more subcommittees, each subcommittee to consist of one or more members of the committee, and delegate to a subcommittee

any or all of the powers and authority of the committee.

2.16.          Emergency

Bylaws. In the event of any emergency, disaster, catastrophe or other similar emergency condition of a type described in Section 110(a) of

the DGCL (an “Emergency”), notwithstanding any different or conflicting provisions in the DGCL, the Certificate of

Incorporation or these bylaws, during such Emergency:

(a)           Notice.

A meeting of the Board or a committee thereof may be called by any director, the Chairman of the Board, the Chief Executive Officer, the

President or the Secretary by such means as, in the judgment of the person calling the meeting, may be feasible at the time, and notice

of any such meeting of the Board or any committee may be given, in the judgment of the person calling the meeting, only to such directors

as it may be feasible to reach at the time and by such means as may be feasible at the time. Such notice shall be given at such time in

advance of the meeting as, in the judgment of the person calling the meeting, circumstances permit.

(b)           Quorum.

The director or directors in attendance at a meeting called in accordance with Section 2.16(a) shall constitute a quorum.

No officer, director or employee acting in accordance with this Section 2.16 shall be liable except for willful misconduct. No amendment,

repeal or change to this Section 2.16 shall modify the prior sentence with regard to actions taken prior to the time of such amendment,

repeal or change.

Article III

OFFICERS

3.1.            Titles.

The officers of the Corporation shall consist of a Chief Executive Officer, a President, a Secretary, a Treasurer and such other officers

with such other titles as the Board shall determine, including one or more Vice Presidents, Assistant Treasurers and Assistant Secretaries.

The Board may appoint such other officers as it may deem appropriate.

3.2.            Election.

The Chief Executive Officer, President, Treasurer and Secretary shall be elected annually by the Board at its first meeting following

the annual meeting of stockholders. Other officers may be appointed by the Board at such meeting or at any other meeting.

3.3.            Qualification.

No officer need be a stockholder. Any two or more offices may be held by the same person.

3.4.            Tenure.

Except as otherwise provided by law, the Certificate of Incorporation or these bylaws, each officer shall hold office until such officer’s

successor is elected and qualified, unless a different term is specified in the resolution electing or appointing such officer, or until

such officer’s earlier death, resignation or removal.

3.5.            Resignation

and Removal. Any officer may resign by delivering a resignation in writing or by electronic transmission to the Corporation at its

principal executive office or to the Chief Executive Officer, the President or the Secretary. Such resignation shall be effective upon

receipt unless it is specified to be effective at some later time or upon the happening of some later event. Any officer may be removed

at any time, with or without cause, by the Board. Except as the Board may otherwise determine, no officer who resigns or is removed shall

have any right to any compensation as an officer for any period following such officer’s resignation or removal, or any right to

damages on account of such removal, whether such officer’s compensation be by the month or by the year or otherwise, unless such

compensation is expressly provided for in a duly authorized written agreement with the Corporation.

3.6.            Vacancies.

The Board may fill any vacancy occurring in any office for any reason and may, in its discretion, leave unfilled for such period as it

may determine any offices. Each such successor shall hold office for the unexpired term of such officer’s predecessor and until

a successor is elected and qualified, or until such officer’s earlier death, resignation or removal.

3.7.            President;

Chief Executive Officer. Unless the Board has designated another person as the Corporation’s Chief Executive Officer, the President

shall be the Chief Executive Officer of the Corporation. The Chief Executive Officer shall have general charge and supervision of the

business of the Corporation subject to the direction of the Board, and shall perform all duties and have all powers that are commonly

incident to the office of the chief executive or that are delegated to such officer by the Board. The President shall perform such other

duties and shall have such other powers as the Board or the Chief Executive Officer (if the President is not the Chief Executive Officer)

may from time to time prescribe. In the event of the absence, inability or refusal to act of the Chief Executive Officer or the President

(if the President is not the Chief Executive Officer), the Vice President (or if there shall be more than one, the Vice Presidents in

the order determined by the Board ) shall perform the duties of the Chief Executive Officer and when so performing such duties shall have

all the powers of and be subject to all the restrictions upon the Chief Executive Officer.

3.8.            Vice

Presidents. Each Vice President shall perform such duties and possess such powers as the Board or the Chief Executive Officer may

from time to time prescribe. The Board may assign to any Vice President the title of Executive Vice President, Senior Vice President or

any other title selected by the Board.

3.9.            Secretary

and Assistant Secretaries. The Secretary shall perform such duties and shall have such powers as the Board or the Chief Executive

Officer may from time to time prescribe. In addition, the Secretary shall perform such duties and have such powers as are incident to

the office of the secretary, including without limitation the duty and power to give notices of all meetings of stockholders and special

meetings of the Board, to attend all meetings of stockholders and the Board and keep a record of the proceedings, to maintain a stock

ledger and prepare lists of stockholders and their addresses as required, to be custodian of corporate records and the corporate seal

and to affix and attest to the same on documents.

Any Assistant Secretary shall

perform such duties and possess such powers as the Board, the Chief Executive Officer or the Secretary may from time to time prescribe.

In the event of the absence, inability or refusal to act of the Secretary, the Assistant Secretary (or if there shall be more than one,

the Assistant Secretaries in the order determined by the Board) shall perform the duties and exercise the powers of the Secretary.

In the absence of the Secretary

or any Assistant Secretary at any meeting of stockholders or directors, the chairman of the meeting shall designate a temporary secretary

to keep a record of the meeting.

3.10.          Treasurer

and Assistant Treasurers. The Treasurer shall perform such duties and shall have such powers as may from time to time be assigned

by the Board or the Chief Executive Officer. In addition, the Treasurer shall perform such duties and have such powers as are incident

to the office of treasurer, including without limitation the duty and power to keep and be responsible for all funds and securities of

the Corporation, to deposit funds of the Corporation in depositories selected in accordance with these bylaws, to disburse such funds

as ordered by the Board, to make proper accounts of such funds, and to render as required by the Board statements of all such transactions

and of the financial condition of the Corporation.

The Assistant Treasurers shall

perform such duties and possess such powers as the Board, the Chief Executive Officer or the Treasurer may from time to time prescribe.

In the event of the absence, inability or refusal to act of the Treasurer, the Assistant Treasurer (or if there shall be more than one,

the Assistant Treasurers in the order determined by the Board) shall perform the duties and exercise the powers of the Treasurer.

3.11.          Salaries.

Officers of the Corporation shall be entitled to such salaries, compensation or reimbursement as shall be fixed or allowed from time to

time by the Board.

3.12.          Delegation

of Authority. The Board may from time to time delegate the powers or duties of any officer to any other officer or agent, notwithstanding

any provision hereof.

Article IV

CAPITAL STOCK

4.1.            Issuance

of Stock. Subject to the provisions of the Certificate of Incorporation, the whole or any part of any unissued balance of the authorized

capital stock of the Corporation or the whole or any part of any shares of the authorized capital stock of the Corporation held in the

Corporation’s treasury may be issued, sold, transferred or otherwise disposed of by vote of the Board in such manner, for such lawful

consideration and on such terms as the Board may determine.

4.2.            Stock

Certificates; Uncertificated Shares. The shares of the Corporation shall be represented by certificates, provided that the Board may

provide by resolution or resolutions that some or all of any or all classes or series of the Corporation’s stock shall be uncertificated

shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation.

Every holder of stock of the Corporation represented by certificates shall be entitled to have a certificate, in such form as may be prescribed

by law and by the Board, representing the number of shares held by such holder registered in certificate form. Each such certificate shall

be signed in a manner that complies with Section 158 of the DGCL by or in the name of any two officers of the Corporation, each of

whom is an authorized officer for this purpose.

Each certificate representing

shares of stock that are subject to any restriction on transfer pursuant to the Certificate of Incorporation, these bylaws, applicable

securities laws or any agreement among any number of stockholders or among such holders and the Corporation shall have conspicuously noted

on the face or back of the certificate either the full text of the restriction or a statement of the existence of such restriction.

If the Corporation shall be

authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative,

participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions

of such preferences and/or rights shall be set forth in full or summarized on the face or back of each certificate representing shares

of such class or series of stock, provided that in lieu of the foregoing requirements there may be set forth on the face or back of each

certificate representing shares of such class or series of stock a statement that the Corporation will furnish without charge to each

stockholder who so requests a copy of the full text of the powers, designations, preferences and relative, participating, optional or

other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences

and/or rights.

Within a reasonable time after

the issuance or transfer of uncertificated shares, the registered owner thereof shall be given a notice, in writing or by electronic transmission,

containing the information required to be set forth or stated on certificates pursuant to Sections 151, 156, 202(a) or 218(a) of

the DGCL or, with respect to Section 151 of the DGCL, a statement that the Corporation will furnish without charge to each stockholder

who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock

or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

4.3.            Transfers.

Shares of stock of the Corporation shall be transferable in the manner prescribed by law and in these bylaws. Transfers of shares of stock

of the Corporation shall be made only on the books of the Corporation or by transfer agents designated to transfer shares of stock of

the Corporation. Subject to applicable law, shares of stock represented by certificates shall be transferred only on the books of the

Corporation by the surrender to the Corporation or its transfer agent of the certificate representing such shares properly endorsed or

accompanied by a written assignment or power of attorney properly executed, and with such proof of authority or the authenticity of signature

as the Corporation or its transfer agent may reasonably require. Uncertificated shares may be transferred by delivery of a written assignment

or power of attorney properly executed, and with such proof of authority or the authenticity of signature as the Corporation or its transfer

agent may reasonably require. Except as may be otherwise required by law, the Certificate of Incorporation or these bylaws, the Corporation

shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the

payment of dividends and the right to vote with respect to such stock, regardless of any transfer, pledge or other disposition of such

stock until the shares have been transferred on the books of the Corporation in accordance with the requirements of these bylaws.

4.4.            Lost,

Stolen or Destroyed Certificates. The Corporation may issue a new certificate of stock or uncertificated shares in place of any previously

issued certificate alleged to have been lost, stolen or destroyed, upon such terms and conditions as the Corporation may prescribe, including

the presentation of reasonable evidence of such loss, theft or destruction and the giving of such indemnity and posting of such bond as

the Corporation may require for the protection of the Corporation or any transfer agent or registrar.

4.5.            Regulations.

The issue, transfer, conversion and registration of shares of stock of the Corporation shall be governed by such other regulations as

the Board may establish.

Article V

GENERAL PROVISIONS

5.1.            Fiscal

Year. Except as from time to time otherwise designated by the Board, the fiscal year of the Corporation shall begin on the first day

of January of each year and end on the last day of December in each year.

5.2.            Corporate

Seal. The corporate seal shall be in such form as shall be approved by the Board.

5.3.            Record

Date for Purposes Other Than Stockholder Meetings. In order that the Corporation may determine the stockholders entitled to receive

payment of any dividend or other distribution or allotment of any rights, entitled to exercise any rights in respect of any change, conversion

or exchange of stock, or for the purpose of any other lawful action (other than with respect to determining stockholders entitled to notice

of and/or to vote at a meeting of stockholders, which is addressed in Section 1.4 of these bylaws), the Board may fix a record date,

which shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall not be more

than 60 days prior to such action. If no such record date is fixed, the record date for determining stockholders for any such purpose

shall be at the close of business on the day on which the Board adopts the resolution relating thereto.

5.4.            Waiver

of Notice. Whenever notice is required to be given by law, the Certificate of Incorporation or these bylaws, a written waiver signed

by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether provided before, at

or after the time of the event for which notice is to be given, shall be deemed equivalent to notice required to be given to such person.

Neither the business nor the purpose of any meeting need be specified in any such waiver. Attendance of a person at a meeting shall constitute

a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of

the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

5.5.            Voting

of Securities. Except as the Board may otherwise designate, the Chief Executive Officer, the President, the Secretary or the Treasurer

may waive notice of, vote, or appoint any person or persons to vote, on behalf of the Corporation at, and act as, or appoint any person

or persons to act as, proxy or attorney-in-fact for this Corporation (with or without power of substitution) at, any meeting of stockholders

or securityholders of any other entity, the securities of which may be held by this Corporation, or with respect to the execution of any

written or electronic consent in the name of the Corporation as a holder of such securities.

5.6.            Evidence

of Authority. A certificate by the Secretary, or an Assistant Secretary, or a temporary Secretary, as to any action taken by the stockholders,

directors, a committee or any officer or representative of the Corporation shall as to all persons who rely on the certificate in good

faith be conclusive evidence of such action.

5.7.            Certificate

of Incorporation. All references in these bylaws to the Certificate of Incorporation shall be deemed to refer to the Certificate of

Incorporation of the Corporation, as amended and/or restated and in effect from time to time, including the terms of any certificate of

designations of any series of preferred stock.

5.8.            Severability.

Any determination that any provision of these bylaws is for any reason inapplicable, illegal or ineffective shall not affect or invalidate

any other provision of these bylaws.

5.9.            Pronouns.

All pronouns used in these bylaws shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of

the person or persons may require.

Article VI

AMENDMENTS

These bylaws may be altered,

amended or repealed, in whole or in part, or new bylaws may be adopted by the Board or by the stockholders as provided in the Certificate

of Incorporation.

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2611331d1_ex99-1.htm · Sequence: 3

Exhibit 99.1

PSQ Holdings

Announces Finance Leadership Transition

· James Rinn to step down

as CFO, effective April 30, 2026, and will remain a member of the Board of Directors

· Michael Pena named Chief

Financial Officer & Treasurer, effective May 1, 2026

· Krista Wenzel named Chief

Accounting Officer, effective May 1, 2026

WEST PALM BEACH, Fla., April 7, 2026--PSQ

Holdings, Inc. (NYSE: PSQH) (the "Company"), announced today that James Rinn, Chief Financial Officer (CFO), has resigned from

his role, effective April 30, 2026, to pursue another opportunity. Mr. Rinn will remain a Class III Director after stepping down as CFO.

Following Mr. Rinn’s departure, effective May 1, 2026, Michael Pena, current Senior Vice President of Finance for the Company,

has been named Chief Financial Officer and Treasurer. Additionally, Krista Wenzel, the Company's current Senior Vice President of Finance

and Accounting, has been named Chief Accounting Officer, effective May 1, 2026.

Dusty Wunderlich, Chairman & CEO

of PSQ Holdings, commented, “I want to thank James for his leadership and significant contributions over the past year, particularly

in helping guide the Company through a transition to a focused fintech business and improving our cost structure. We wish James the best

in his future endeavors and appreciate his continued commitment to serving on our Board of Directors.

“I am excited to have Mike and

Krista step into these roles. I have worked closely with Mike for years, including during his time as CFO of Credova, where he was my

CFO and financial partner in building and scaling that business. He brings a deep understanding of our credit and payments model, along

with strong experience in capital allocation and operational finance.

“I have also had the opportunity

to work closely with Krista and have developed a very high level of trust in her judgment and leadership. She brings deep public-company

experience, a strong command of financial reporting and controls, and a level of discipline critical to how we operate going forward.

She has been instrumental in strengthening our financial infrastructure, and I expect her to continue raising the standard across our

accounting, reporting, and audit functions.

“Together, Mike and Krista create

a finance organization that is aligned with how we are building this business - disciplined, accountable, and focused on long-term value

creation,” Wunderlich concluded.

Go Forward Finance & Accounting

Structure

After the departure of Mr. Rinn, the

finance and accounting team will be structured as follows:

· Mike Pena will focus on the forward-looking

side of the Company’s business, including financial planning, capital allocation, and

operational finance across payments and credit.

· Krista Wenzel will continue to

lead accounting, reporting, and auditing, with a focus on accuracy, discipline, and strong

financial controls.

This leadership transition reflects

the next phase of the Company’s strategy. As the Company continues to focus on disciplined capital allocation, improving unit economics,

and building a durable fintech platform, it is evolving its finance function to support both forward-looking decision-making and rigorous

financial controls.

About Mike Pena

Michael Pena, 43, is an experienced

finance executive with a background in structured finance, credit, operations, investor relations, and financial technology. Mr. Pena

currently serves as Senior Vice President of Finance at the Company. In that role, he leads financial operations, accounting, and portfolio

analytics, and manages the Company’s credit warehouse facility while also supporting risk, insurance, and audit functions. Mr.

Pena played a key role in Credova’s acquisition by the Company in March 2024. Prior to the acquisition, he served as Director of

Finance of Credova from October 2019 to August 2021 and then CFO of Credova from August 2021 until its sale to the Company in March 2024.

In that role, Mike has led the finance team at Credova, guiding all aspects of the company’s finance, accounting, and risk functions.

Earlier in his career, Mr. Pena held roles at State Street Bank and Trust. He began his career in public accounting, working on audit

and tax engagements. Mr. Pena holds an MBA in Entrepreneurship from Drury University and a BS in Accounting from Missouri State.

About Krista Wenzel

Krista

Wenzel, 39, is a seasoned finance executive with extensive experience in public company leadership, capital markets, and enterprise finance

operations. She currently serves as Senior Vice President of Finance & Accounting at the Company, a role she has held since November

2025. Ms. Wenzel was Vice President of Accounting at the Company from September 2024 to November 2025. Before joining the Company, she

served as Chief Financial Officer for multiple infrastructure investment platforms at Meridiam, including the Fiber Platform from April

2023 to September 2024 and the Iowa Energy Collaborative, LLC, from April 2020 to April 2023. In these roles at Meridiam, Ms. Wenzel

led finance, treasury, tax, HR, IT, and risk functions and supported capital structures exceeding $1.0 billion, including major financings

such as a $320 million project financing and a $600 million revolving credit facility. Earlier in her career, she founded KDW Advisors

and held finance leadership roles in consulting firms and municipal utilities. Ms. Wenzel holds an MBA from the University of Phoenix,

a BS in Accounting from Iowa State University, and is a Certified Public Accountant.

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.

Cautionary Statement

Regarding Forward-Looking Statements

This press release

contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, 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 anticipated operating strategy and the expected organization of our finance team and its primary responsibilities;

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

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dei_

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dei:tradingSymbolItemType

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duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

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dei_

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xbrli:booleanItemType

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duration

- Details

Name:

us-gaap_StatementClassOfStockAxis=psqh_ClassCommonStockParValue0.0001PerShareMember

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- Details

Name:

us-gaap_StatementClassOfStockAxis=psqh_RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfClassCommonStockAtExercisePriceOf11.50PerShareMember

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