United States securities and exchange commission logo May 17, 2021 Omeed Malik Chairman and Chief Executive Officer Colombier Acquisition Corp. 590 Madison Ave., 21st Floor New York, New York 10002 Re: Colombier Acquisition Corp. Amendment No. 1 to Registration Statement on Form S-1 Filed May 7, 2021 File No. 333-254492 Dear Mr. Malik: We have reviewed your amended registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Amendment No. 1 to Registration Statement on Form S-1 Warrants, page 110 1. Please discuss the Applicable Law provisions in Section 9.3 of the Warrant Agreement, including how they apply to claims under the Securities Act or Exchange Act. Omeed Malik FirstName Colombier LastNameOmeed Acquisition Corp. Malik Comapany May NameColombier Acquisition Corp. 17, 2021 May 17, Page 2 2021 Page 2 FirstName LastName You may contact Lory Empie at 202-551-3714 or Hugh West at 202-551-3872 if you have questions regarding comments on the financial statements and related matters. Please contact Todd Schiffman at 202-551-3491 or Justin Dobbie at 202-551-3469 with any other questions. Sincerely, Division of Corporation Finance Office of Finance