As filed with the Securities and Exchange Commission on May 22, 2023

Registration No. 333-271177

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_______________________

Amendment No. 1
to
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

_______________________

Colombier Acquisition Corp.
(Exact name of registrant as specified in its charter)

_______________________

214 Brazilian Avenue, Suite 200-J
Palm Beach, FL 33480
Telephone: (561) 805-3588

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

_______________________

Omeed Malik
c/o Colombier Acquisition Corp.
214 Brazilian Avenue, Suite 200-J
Palm Beach, FL 33480
Telephone: (561) 805-3588

(Name, address, including zip code, and telephone number, including area code, of agent for service)

_______________________

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective and after all conditions under the Merger Agreement to consummate the proposed merger are satisfied or waived.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

PRELIMINARY PROXY STATEMENT/PROSPECTUS — SUBJECT TO COMPLETION,
DATED MAY 22, 2023

PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS OF
COLOMBIER ACQUISITION CORP.
AND
PROSPECTUS FOR UP TO [__] SHARES OF CLASS A COMMON STOCK AND UP TO [__]
SHARES OF CLASS C COMMON STOCK OF COLOMBIER ACQUISITION CORP.

To the Stockholders of Colombier Acquisition Corp.:

You are cordially invited to attend the special meeting of the stockholders (the “Colombier Special Meeting”) of Colombier Acquisition Corp. (“Colombier”), which will be held at [•] a.m., Eastern Time, on [•], 2023. The Board of Directors of Colombier (the “Colombier Board”) has determined to convene and conduct the Colombier Special Meeting in a virtual meeting format at www.cstproxy.com/[•]. Stockholders will NOT be able to attend the Colombier Special Meeting in-person. The accompanying proxy statement/prospectus includes instructions on how to access the virtual Colombier Special Meeting and how to listen and vote from home or any remote location with internet connectivity. You or your proxy holder will be able to attend and vote at the Colombier Special Meeting by visiting www.cstproxy.com/[•] and using a control number assigned by Continental Stock Transfer & Trust Company and printed on your proxy card. To register and receive access to the Colombier Special Meeting, registered stockholders and beneficial stockholders (those holding shares through a stock brokerage account or by a bank or other holder of record) of Colombier will need to follow the instructions applicable to them provided in the accompanying proxy statement/prospectus.

On February 27, 2023, Colombier entered into an Agreement and Plan of Merger (as it may be amended or supplemented from time to time, the “Merger Agreement”) with PSQ Holdings Inc., a Delaware corporation (“PSQ”), Colombier-Liberty Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of Colombier (“Merger Sub”), and Colombier Sponsor, LLC (the “Sponsor”), a Delaware limited liability company, in its capacity as Purchaser Representative (the “Purchaser Representative”), for the purposes set forth in the Merger Agreement (all of the transactions contemplated by the Merger Agreement, including the issuances of securities thereunder, the “Business Combination”). You are being asked to vote on the Business Combination and certain other related matters.

It is proposed that, at the closing of the Business Combination (the “Closing”), Colombier will change its name to “PSQ Holdings, Inc.” Colombier, following the Business Combination, is referred to herein as the “Company” or the “Combined Company.”

Pursuant to the terms of the Merger Agreement, upon satisfaction (or waiver) of the conditions to Closing set forth therein, at the effective time of the Merger (as defined below) (the “Effective Time”), Merger Sub will merge with and into PSQ (the “Merger”), with PSQ surviving the Merger as a wholly-owned subsidiary of Colombier. As a result of and upon the Effective Time, among other things, any PSQ Convertible Securities (as defined below) which remain outstanding and have not been exercised or do not convert automatically into shares of PSQ Common Stock (as defined below) prior to the Effective Time will be cancelled without consideration; each share of PSQ Common Stock, par value $0.001 per share (“PSQ Common Stock”), other than shares held by Michael Seifert, PSQ’s Founder and Chief Executive Officer (the “PSQ Founder”), will be cancelled and converted into the right to receive a number of shares of Class A Common Stock, par value $0.0001 per share, of the Combined Company (“Class A Common Stock”) equal to the Conversion Ratio (as defined in the Merger Agreement); and each share of PSQ Common Stock held by the PSQ Founder will be cancelled and converted into the right to receive a number of shares of Class C Common Stock, par value $0.0001 per share, of the Combined Company (“Class C Common Stock” and, together with the Class A Common Stock, the “Combined Company Common Stock”), equal to the Conversion Ratio.

The total consideration to be received by security holders of PSQ at the Closing in connection with the Merger (the “Merger Consideration”) will be a number of newly issued shares of Combined Company Common Stock with an aggregate value equal to $200,000,000, subject to adjustments for PSQ’s closing debt (net of cash), and based on a deemed value of $10.00 per share of Combined Company Common Stock. In addition to the right to receive Class A Common Stock or Class C Common Stock, as applicable, in the Merger, holders of PSQ Common Stock and certain other employees and service providers of PSQ (collectively, the “Participating Equityholders”) will be entitled to receive up to 3,000,000 shares of Class A Common Stock (the “Earnout Shares”) in the event certain metrics are satisfied during the five-year period commencing on the date of the Closing and ending on the fifth anniversary thereof (the “Earnout Period”), or, if earlier, upon the occurrence of a change of control transaction during the Earnout Period with an implied per share price that exceeds the relevant trading price-based metrics.

The proposed certificate of incorporation for the Combined Company intended to be in effect from and after the Closing (the “Proposed Charter”) provides that (i) the Combined Company’s Class A Common Stock and Class C Common Stock will vote together as a single class on substantially all matters to be voted on by the Combined Company’s

stockholders, (ii) on all such matters, each share of the Combined Company’s Class A Common Stock will entitle its holder to one vote per share and (iii) on all such matters, each share of the Combined Company’s Class C Common Stock (all of which will be held by the PSQ Founder immediately following the Closing) will entitle its holder to a number of votes per share (rounded up to the nearest whole number) equal to (a) the aggregate number of outstanding shares of Class A Common Stock entitled to vote on such matter plus 100, divided by (b) the aggregate number of outstanding shares of Class C Common Stock.

It is anticipated that upon completion of the Business Combination, the Colombier public stockholders would retain an ownership interest of approximately 41.5% in the Combined Company, the Sponsor will retain an ownership interest of approximately 10.4% of the Combined Company, and the holders of PSQ Common Stock immediately prior to the Effective Time (the “PSQ Stockholders”) will have ownership of approximately 48.1% of the Combined Company. It is anticipated that upon completion of the Business Combination, as a result of the Combined Company’s dual class common stock structure, Colombier public stockholders would retain voting power of approximately 22.5% of the Combined Company, the Sponsor would retain voting power of approximately 5.6% of the Combined Company, the PSQ Stockholders holding shares of the Combined Company’s Class A Common Stock would have voting power of approximately 21.9% of the Combined Company and Mr. Seifert, as the holder of all of the outstanding shares of the Combined Company’s Class C Common Stock, would have voting power of approximately 50.1% of the Combined Company (such that all of the former PSQ Stockholders together would have voting power of approximately 71.9% of the Combined Company). The ownership and voting percentages with respect to the Combined Company do not take into account the redemption of any shares by Colombier public stockholders. If the actual facts are different from these assumptions (which they are likely to be), the percentage of ownership and voting power retained by the Colombier stockholders will be different. See “Share Calculations and Ownership Percentages” and “Unaudited Pro Forma Condensed Combined Financial Information.”

Following consummation of the Business Combination, as a result of his ownership of all of the outstanding shares of Class C Common Stock, the PSQ Founder is expected to control all matters to be voted upon by the Combined Company’s stockholders (except for certain matters (such as amendments to the Proposed Charter) which require a supermajority vote or the approval of both the Class A Common Stock and Class C Common Stock voting as separate classes, with respect to which the holders of the Class C Common Stock will have sufficient voting power to prevent, but not on their own approve). As a result, the Combined Company will be a “controlled company” as defined in the corporate governance rules of the NYSE.

Colombier’s Units, Colombier Class A Common Stock and Colombier’s public warrants are traded on the New York Stock Exchange (“NYSE”) under the symbols “CLBR.U,” “CLBR” and “CLBR.WS,” respectively. On [•], 2023, the record date for the Colombier Special Meeting (the “Record Date”), the closing sale prices of Colombier’s Units, shares of Colombier Class A Common Stock and Colombier’s public warrants were $[•], $[•] and $[•], respectively. Upon the Closing, Colombier’s Units will be separated into their component securities and cease to exist as separate securities. Colombier intends to apply for the listing of the Class A Common Stock and warrants of the Combined Company following completion of the Business Combination on the NYSE or any applicable national securities exchange.

Only holders of record of shares of Colombier Class A Common Stock and Colombier Class B Common Stock at the close of business on [•], 2023 are entitled to notice of the Colombier Special Meeting and the right to vote and have their votes counted at the Colombier Special Meeting and any adjournments or postponements of the Colombier Special Meeting.

The accompanying proxy statement/prospectus provides Colombier stockholders with detailed information about the Business Combination and other matters to be considered at the Colombier Special Meeting. Colombier urges its stockholders to carefully read this entire document and the documents incorporated herein by reference. Colombier stockholders should also carefully consider the risk factors described in “Risk Factors” beginning on page 56 of the accompanying proxy statement/prospectus.

The accompanying proxy statement/prospectus may refer to important business and financial information about Colombier reflected in documents Colombier has filed with the Securities and Exchange Commission that are not included in or delivered with this proxy statement/prospectus. You may access these and other filings of Colombier with the Securities and Exchange Commission by visiting its website at www.sec.gov or by requesting them from in writing or by telephone at the following address:

Morrow Sodali LLC
333 Ludlow Street, 5th Floor, South Tower
Stamford, CT 06902
Tel: (800) 662-5200 (toll-free) or
(203) 658-9400 (banks and brokers can call collect)
Email: CLBR.info@investor.morrowsodali.com

You will not be charged for any of these documents that you request. Stockholders requesting documents should do so by [•], 2023 in order to receive them before the Colombier Special Meeting.

After careful consideration, the Colombier Board has unanimously approved the Merger Agreement and the Business Combination and determined that each of the proposals described in the accompanying proxy statement/prospectus is in the best interests of Colombier and recommends that you vote “FOR” each of these Proposals.

The accompanying proxy statement/prospectus provides Colombier stockholders with detailed information about the Business Combination and other matters to be considered at the Colombier Special Meeting. Colombier urges you to read the accompanying proxy statement/prospectus, including the financial statements and annexes and other documents referred to therein, carefully and in their entirety. In particular, when you consider the recommendation regarding these Proposals by the Colombier Board, you should keep in mind that Colombier’s directors and officers have interests in the Business Combination that are different from or in addition to, or may conflict with, your interests as a Colombier stockholder. For instance, rather than liquidating Colombier, the Sponsor will benefit from the completion of the Business Combination and may be incentivized to complete the Business Combination, even if the transaction is unfavorable to stockholders of Colombier. In addition, you should carefully consider the matters discussed under “Risk Factors” beginning on page 56 of the accompanying proxy statement/prospectus. See also the section entitled “The Business Combination Proposal — Interests of Colombier’s Sponsor, Directors and Officers and Advisors in the Business Combination” for additional information.

Your vote is very important.    To ensure your representation at the Colombier Special Meeting, please complete and return the enclosed proxy card or submit your proxy by following the instructions contained in the accompanying proxy statement/prospectus and on your proxy card. Please submit your proxy promptly whether or not you expect to participate in the meeting. Submitting a proxy now will NOT prevent you from being able to vote online during the virtual Colombier Special Meeting. If you hold your shares in “street name,” you should instruct your broker, bank or other nominee how to vote in accordance with the voting instruction form you receive from your broker, bank or other nominee.

If you return your proxy card signed and without an indication of how you wish to vote, your shares will be voted in favor of each of the proposals and for the election of each of the directors proposed by Colombier for election.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (1) IF YOU HOLD SHARES OF COLOMBIER CLASS A COMMON STOCK THROUGH UNITS, SEPARATE YOUR UNITS INTO THE UNDERLYING SHARES OF COLOMBIER CLASS A COMMON STOCK AND PUBLIC WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (2) SUBMIT A WRITTEN REQUEST, INCLUDING THE LEGAL NAME, PHONE NUMBER AND ADDRESS OF THE BENEFICIAL OWNER OF THE SHARES FOR WHICH REDEMPTION IS REQUESTED, TO THE TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE DATE OF THE COLOMBIER SPECIAL MEETING, THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH AND (3) DELIVER YOUR STOCK CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT/WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE, IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THE PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK, BROKER OR OTHER NOMINEE TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “THE COLOMBIER SPECIAL MEETING — REDEMPTION RIGHTS” IN THE PROXY STATEMENT/PROSPECTUS FOR MORE SPECIFIC INSTRUCTIONS.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Business Combination or the other transactions contemplated thereby, as described in the accompanying proxy statement/prospectus, or passed upon the adequacy or accuracy of the disclosure in the accompanying proxy statement/prospectus. Any representation to the contrary is a criminal offense.

The accompanying proxy statement/prospectus is dated [•], 2023, and is first being mailed to stockholders of Colombier on or about [•], 2023.

Colombier Acquisition Corp.
214 Brazilian Avenue, Suite 200-J
Palm Beach, FL 33480

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held On [•], 2023
[•] a.m. Eastern Time

[•], 2023

TO THE STOCKHOLDERS OF COLOMBIER ACQUISITION CORP.:

NOTICE IS HEREBY GIVEN that a special meeting of stockholders (the “Colombier Special Meeting”) of Colombier Acquisition Corp., a Delaware corporation (“Colombier”), will be held virtually at [•] a.m. Eastern Time on [•], 2023. The Colombier Board of Directors (the “Colombier Board”) has determined to convene and conduct the Colombier Special Meeting in a virtual meeting format at www.cstproxy.com/Colombier/[•]. Stockholders will NOT be able to attend the Colombier Special Meeting in-person. The accompanying proxy statement/prospectus includes instructions on how to access the virtual Colombier Special Meeting and how to listen and vote from home or any remote location with internet connectivity. You or your proxy holder will be able to attend and vote at the Colombier Special Meeting by visiting www.cstproxy.com/[•] and using a control number assigned by Continental Stock Transfer & Trust Company. The Colombier Special Meeting will be held for the purpose of considering and voting on the proposals (the “Proposals”) described below and in the accompanying proxy statement/prospectus. To register and receive access to the virtual meeting, registered stockholders and beneficial stockholders (those holding shares through a stock brokerage account or by a bank or other holder of record) of Colombier will need to follow the instructions applicable to them provided in the accompanying proxy statement/prospectus. At the Colombier Special Meeting, Colombier stockholders will be asked to consider and vote upon the following Proposals:

(i)     The NTA Proposal (Proposal 1) — To consider and vote on the approval and adoption of the amendments to the current Certificate of Incorporation of Colombier (as amended from time to time, the “Current Charter”), which amendments (the “NTA Amendments”) shall be effective, if adopted and implemented by Colombier, prior to the consummation of the proposed Business Combination, to remove from the Current Charter requirements limiting Colombier’s ability to redeem shares of Colombier Class A Common Stock and consummate an initial business combination if the amount of such redemptions would cause Colombier to have less than $5,000,001 in net tangible assets (“NTA”). The NTA Proposal is conditioned upon the approval of the Business Combination Proposal. Therefore, if the Business Combination Proposal is not approved, then the NTA Proposal will have no effect, even if approved by Colombier stockholders. The NTA Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading “The NTA Proposal (Proposal 1).”

(ii)    The Business Combination Proposal (Proposal 2) — To consider and vote on a proposal to approve and adopt the Agreement and Plan of Merger, dated as of February 27, 2023 (as it may be amended or supplemented from time to time, the “Merger Agreement”), by and among Colombier, Colombier-Liberty Acquisition, Inc., a Delaware corporation and wholly-owned subsidiary of Colombier (“Merger Sub”), Colombier Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), in its capacity as Purchaser Representative (the “Purchaser Representative”) for the purposes set forth in the Merger Agreement, and PSQ Holdings, Inc., a Delaware corporation (“PSQ”), and approve the transactions contemplated thereby, including the merger of Merger Sub with and into PSQ, with PSQ continuing as the surviving corporation and as a wholly-owned subsidiary of Colombier, and the issuance of Colombier securities as Merger Consideration thereunder, as described in more detail in the accompanying proxy statement/prospectus (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Business Combination”).

The Business Combination Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading “The Business Combination Proposal (Proposal 2).” A copy of the Merger Agreement is attached to the accompanying proxy statement/prospectus as Annex A.

(iii)   The Charter Proposal (Proposal 3) — To consider and vote upon a proposal to approve and adopt, in connection with the Business Combination, the proposed new amended and restated certificate of

incorporation of Colombier (the “Proposed Charter”) in the form attached to the accompanying proxy statement/prospectus as Annex B. The Charter Proposal is conditioned on the approval of the Business Combination Proposal. Therefore, if the Business Combination Proposal is not approved, then the Charter Proposal will have no effect, even if approved by Colombier stockholders. The Charter Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading “The Charter Proposal (Proposal 3).”

(iv)   Advisory Charter Proposals (Proposals 4 – 7) — To consider and vote, on an advisory and non-binding basis, on four separate Proposals to approve certain governance provisions in the Proposed Charter. These separate votes are not otherwise required by Delaware law, separate and apart from the Charter Proposal, but are required by SEC guidance requiring that stockholders have the opportunity to present their views on important corporate governance provisions. The Business Combination is not conditioned on the separate approval of the Advisory Charter Proposals (separate and apart from approval of the Charter Proposal). The Advisory Charter Proposals are described in more detail in the accompanying proxy statement/prospectus under the heading “The Advisory Charter Proposals (Proposals 4 – 7).”

(v)    The Incentive Plan Proposal (Proposal 8) — To consider and vote upon a proposal to approve the 2023 Stock Incentive Plan (the “Incentive Plan”), the form of which is attached to the accompanying proxy statement/prospectus. The Colombier Board intends to adopt the Incentive Plan, subject to the approval of the Colombier stockholders. If adopted and approved, the Incentive Plan will be effective upon the Closing. The Incentive Plan Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading “The Incentive Plan Proposal (Proposal 8).”

(vi)   The ESPP Proposal (Proposal 9) — To consider and vote upon a proposal to approve the 2023 Employee Stock Purchase Plan (the “ESPP”), the form of which is attached to the accompanying proxy statement/prospectus. The Colombier Board intends to adopt the ESPP, subject to the approval of the Colombier stockholders. If adopted and approved, the ESPP will be effective upon the Closing. The ESPP Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading “The ESPP Proposal (Proposal 9).”

(vii)  The NYSE Proposal (Proposal 10) — To consider and vote upon, for purposes of complying with the applicable listing rules of the New York Stock Exchange (the “NYSE”), the issuance of the shares of Class A Common Stock and Class C Common Stock to be issued in connection with the Business Combination. The NYSE Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading “NYSE Proposal (Proposal 10).”

(x)    The Adjournment Proposal (Proposal 11) — To consider and vote upon a proposal to adjourn the Colombier Special Meeting to a later date or dates, if necessary, at the determination of the Colombier Board or the chairman of the Colombier Special Meeting. We refer to this proposal as the “Adjournment Proposal.”

Only holders of record of the Class A Common Stock, par value $0.0001 per share, of Colombier (the “Colombier Class A Common Stock”), and the Class B Common Stock, par value $0.0001 per share, of Colombier (the “Colombier Class B Common Stock” and together with the Colombier Class A Common Stock, the “Colombier Common Stock”) at the close of business on [•], 2023 (“Record Date”) are entitled to notice of the Colombier Special Meeting and to vote at the Colombier Special Meeting and any adjournments or postponements of the Colombier Special Meeting. A complete list of Colombier stockholders of record entitled to vote at the Colombier Special Meeting will be available for ten days before the Colombier Special Meeting at the principal executive offices of Colombier for inspection by stockholders during ordinary business hours for any purpose germane to the Colombier Special Meeting.

Pursuant to the Current Charter, in connection with the Business Combination, Colombier public stockholders may elect to have Colombier redeem, effective upon the closing of the Business Combination, shares of Colombier Class A Common Stock then held by them for cash equal to a pro rata portion of the aggregate amount on deposit in the Trust Account as of two (2) business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to Colombier in connection with Permitted Withdrawals, divided by the number of then outstanding public shares, subject to the limitations described herein. As of May 18, 2023, based on funds in the Trust Account of approximately $174.87 million as of such date, the pro rata portion of the funds available in the Trust Account for the redemption of public shares of Colombier Class A Common

Stock was approximately $10.14 per share. Colombier public stockholders are not required to attend or vote at the Colombier Special Meeting in order to elect to have Colombier redeem their shares of Colombier Class A Common Stock for cash. This means that public stockholders who hold shares of Colombier Class A Common Stock on or before [•], 2023 (two (2) business days before the Colombier Special Meeting) will be eligible to elect to have their shares of Colombier Class A Common Stock redeemed for cash in connection with the Colombier Special Meeting, whether or not they are holders as of the Record Date, and whether or not such shares are voted at the Colombier Special Meeting. A public stockholder, together with any of such stockholder’s affiliates or any other person with whom such public stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from electing to have shares redeemed without Colombier’s prior consent if, in the aggregate such stockholder’s shares or, if part of such a group, the group’s shares, for which redemption is sought exceeds 15% or more of the shares of Colombier Common Stock included in the units of Colombier sold in the Colombier initial public offering (the “IPO”) (including overallotment securities sold to Colombier’s underwriters in connection with the IPO). Holders of Colombier’s outstanding public warrants and Units do not have redemption rights with respect to such securities in connection with the Business Combination. Holders of outstanding Colombier Units must separate the underlying shares of Colombier Class A Common Stock and public warrants prior to exercising redemption rights with respect to the public Colombier Class A Common Stock.

The Sponsor and Colombier’s officers and directors have agreed to waive their redemption rights with respect to any shares of Colombier Class A Common Stock they may hold in connection with the consummation of the Business Combination, and such shares will be excluded from the pro rata calculation used to determine the per share redemption price. Currently, the Sponsor and Colombier’s officers and directors beneficially own 20% of the issued and outstanding shares of Colombier Class A Common Stock, giving effect to the conversion from Colombier Class B Common Stock immediately prior to the effective time of the Merger (the “Effective Time”) at a one-to-one conversion ratio. The Sponsor has also agreed to waive its anti-dilution rights that would otherwise allow the Sponsor to maintain ownership of 20% of the Combined Company. The Sponsor and Colombier’s officers and directors have agreed to vote any shares of Colombier Common Stock owned by them on the Record Date in favor of the Business Combination and the other Proposals.

Your vote is very important, regardless of the number of shares of Colombier Class A Common Stock that you own. The approval of the NTA Proposal requires the affirmative vote of holders of sixty-five percent (65%) of the issued and outstanding shares of Colombier Common Stock as of the Record Date, voting as a single class. The approval of the Business Combination Proposal requires the affirmative vote of holders of a majority of the shares of the Colombier Common Stock that are voted at the Colombier Special Meeting, voting together as a single class. The approval of the Charter Proposal requires the affirmative vote of holders of (i) at least a majority of the issued and outstanding shares of Colombier Common Stock as of the Record Date, voting as a single class, (ii) at least a majority of the issued and outstanding shares of Colombier Class A Common Stock as of the Record Date, voting as a separate class and (iii) at least a majority of the issued and outstanding shares of Colombier Class B Common Stock as of the Record Date, voting as a separate class. Assuming a quorum is present, approval of the Advisory Charter Proposals, the Incentive Plan Proposal, the ESPP Proposal, the NYSE Proposal and the Adjournment Proposal each requires a majority of the votes cast thereon by the holders of the shares of Colombier Common Stock represented in person online or by proxy and entitled to vote thereon at the Colombier Special Meeting, voting together as a single class.

If the Business Combination Proposal is not approved, the Charter Proposal, the Advisory Charter Proposals, the Incentive Plan Proposal, the ESPP Proposal and the NYSE Proposal will not be presented to the Colombier stockholders for a vote. The NTA Proposal is conditioned upon the approval of the Business Combination Proposal. Therefore, if the Business Combination Proposal is not approved, then the NTA Proposal will have no effect, even if approved by Colombier stockholders. The approval of the Business Combination Proposal and the Charter Proposal, the Incentive Plan Proposal, the ESPP Proposal and the NYSE Proposal are preconditions to the consummation of the Business Combination.

The Colombier Board has adopted and approved the Merger Agreement and recommends that Colombier stockholders vote “FOR” all of the Proposals presented to Colombier stockholders at the Colombier Special Meeting. In arriving at its recommendations, the Colombier Board carefully considered a number of factors described in the accompanying proxy statement/prospectus. When you consider the recommendation of the Colombier Board, you should keep in mind that directors and officers of Colombier have interests in the Business Combination that may conflict with your interests as a stockholder. For instance, rather than liquidating Colombier, the Sponsor will benefit from the Business Combination and may be incentivized to complete the Business Combination, even if the transaction is unfavorable to stockholders. See the section entitled “The Business Combination Proposal — Interests of Colombier’s Sponsor, Directors and Officers and Advisors in the Business Combination” for a further discussion of these considerations.

All Colombier stockholders are cordially invited virtually to attend the Colombier Special Meeting and we are providing the accompanying proxy statement/prospectus and proxy card in connection with the solicitation of proxies to be voted at the Colombier Special Meeting (or any adjournment or postponement thereof). To ensure your representation at the Colombier Special Meeting, however, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If your shares are held in an account at a brokerage firm, bank or other nominee, you must instruct your broker, bank or other nominee on how to vote your shares or, if you wish to virtually attend the Colombier Special Meeting and vote, obtain a proxy from your broker, bank or other nominee.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the Colombier Special Meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

Your attention is directed to the proxy statement/prospectus accompanying this notice (including the annexes thereto) for a more complete description of the proposed Business Combination and related transactions and each of the proposals. We encourage you to read this proxy statement/prospectus carefully. If you have any questions or need assistance voting your shares, please contact Morrow Sodali LLC, our proxy solicitor, using the contact information provided in the enclosed proxy statement/prospectus.

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (1) IF YOU HOLD SHARES OF COLOMBIER CLASS A COMMON STOCK THROUGH UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING SHARES OF COLOMBIER CLASS A COMMON STOCK AND PUBLIC WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (2) SUBMIT A WRITTEN REQUEST, INCLUDING THE LEGAL NAME, PHONE NUMBER AND ADDRESS OF THE BENEFICIAL OWNER OF THE SHARES FOR WHICH REDEMPTION IS REQUESTED, TO THE TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE COLOMBIER SPECIAL MEETING, THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH AND (3) DELIVER YOUR STOCK CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT/WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE, IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THE PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK, BROKER OR OTHER NOMINEE TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “THE COLOMBIER SPECIAL MEETING — REDEMPTION RIGHTS’’ IN THIS PROXY STATEMENT/PROSPECTUS FOR MORE SPECIFIC INSTRUCTIONS.

ABOUT THIS DOCUMENT

This document, which forms part of a registration statement on Form S-4 filed with the Securities and Exchange Commission (the “SEC”) by Colombier, constitutes a prospectus of Colombier under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of Colombier Common Stock to be issued to PSQ securityholders under the Merger Agreement. This document also constitutes a notice of a meeting and a proxy statement of Colombier under Section 14(a) of the Exchange Act with respect to the Colombier Special Meeting at which Colombier stockholders will be asked to consider and vote on a Proposal to approve and adopt the Business Combination by the approval and adoption of the Merger Agreement, among other matters.

This proxy statement/prospectus is dated as of the date set forth on the cover hereof. You should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than that date on the cover hereof, or the date referenced herein, as applicable. You should not assume that the information incorporated by reference into this proxy statement/prospectus is accurate as of any date other than the date of such incorporated document. Neither the mailing of this proxy statement/prospectus to Colombier stockholders nor the issuance by Colombier of its securities in connection with the Business Combination will create any implication to the contrary.

Information contained in this proxy statement/prospectus regarding Colombier and its business, operations, management and other matters has been provided by Colombier and its representatives and information contained in this proxy statement/prospectus regarding PSQ and its business, operations, management and other matters has been provided by PSQ and its representatives.

This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities, or the solicitation of a proxy or consent, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

If you would like additional copies of this proxy statement/prospectus or if you have questions about the Business Combination or the Proposals to be presented at the Colombier Special Meeting, please contact Colombier’s proxy solicitor listed below. You will not be charged for any of the documents that you request.

Morrow Sodali LLC
333 Ludlow Street, 5th Floor, South Tower
Stamford, CT 06902
Tel: (800) 662-5200 (toll-free) or
(203) 658-9400 (banks and brokers can call collect)
Email: CLBR.info@investor.morrowsodali.com

In order for you to receive timely delivery of the documents in advance of the Colombier Special Meeting to be held on [•], 2023, you must request the information by [•], 2023.

For a more detailed description of the information incorporated by reference in this proxy statement/prospectus and how you may obtain it, see the section captioned “Where You Can Find More Information” beginning on page 283 of this proxy statement/prospectus.

TABLE OF CONTENTS

TRADEMARKS

This proxy statement/prospectus includes trademarks of PSQ such as PublicSq., EveryLife and others, which are protected under applicable intellectual property laws and are the property of PSQ or its subsidiaries. This proxy statement/prospectus also includes other trademarks, trade names and service marks that are the property of their respective owners. Solely for convenience, in some cases, the trademarks, trade names and service marks referred to in this proxy statement/prospectus are listed without the applicable ®, ™ and SM symbols, but they will assert, to the fullest extent under applicable law, their rights to these trademarks, trade names and service marks.

MARKET AND INDUSTRY DATA

This proxy statement/prospectus includes industry position, forecasts, market size and growth and other data that Colombier and PSQ obtained or derived from internal company reports, independent third-party reports and publications, surveys and studies by third parties and other industry data. Some data are also based on good faith estimates, which are derived from internal company research or analyses or review of internal company reports as well as the independent sources referred to above. Although both Colombier and PSQ believe that the information on which the companies have based these estimates of industry position and industry data are generally reliable, the accuracy and completeness of this information is not guaranteed and they have not independently verified any of the data from third-party sources nor have they ascertained the underlying economic assumptions relied upon therein. Colombier’s and PSQ’s internal company reports have not been verified by any independent source. Statements as to industry position are based on market data currently available. While Colombier and PSQ are not aware of any misstatements regarding the industry data presented herein, these estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” in this proxy statement/prospectus.

FREQUENTLY USED TERMS

Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our,” and “Colombier” refer to Colombier Acquisition Corp., and if the context requires, to the Combined Company following consummation of the Business Combination, which will be renamed “PSQ Holdings, Inc.”

In this document:

“Accounting Principles” means in accordance with GAAP as in effect at the date of the financial statement to which it refers or if there is no such financial statement, then as of the Closing Date, using and applying the same accounting principles, practices, procedures, policies and methods (with consistent classifications, judgments, elections, inclusions, exclusions and valuation and estimation methodologies) used and applied by the Target Companies in the preparation of the financial statements of the Target Companies represented to in the Merger Agreement.

“Administrative Support Agreement” means the agreement, dated June 8, 2021, between Colombier and Farvahar Capital pursuant to which Colombier agreed to pay Farvahar Capital a total of $10,000 per month for office space, administrative and support services.

“Aggregate Legal Reimbursement Cap” means that the total aggregate fees and expenses reimbursable, if any, by Colombier to B. Riley, on the one hand, or CF&CO, on the other hand, upon consummation of the Business Combination in respect of outside counsel legal fees pursuant to the B. Riley Engagement Letter and the CF&CO Engagement Letter shall not exceed $150,000.

“Ancillary Agreements” means each agreement, instrument or document attached to the Merger Agreement or executed or delivered by any party to the Merger Agreement in connection with or pursuant to the Merger Agreement.

“Business Combination” means the proposed business combination of Colombier and PSQ pursuant to the terms of the Merger Agreement and the other transactions contemplated by the Merger Agreement.

“B. Riley” means B. Riley Securities, Inc., in its capacity as non-exclusive financial advisor to Colombier in connection with the Business Combination.

“B. Riley Engagement Letter” means the engagement letter, dated as of January 19, 2023, pursuant to which Colombier engaged B. Riley to act as its non-exclusive financial advisor in connection with the Business Combination.

“B. Riley Reimbursable Expenses” means out-of-pocket fees and expenses reimbursable (subject to pre-approval by Colombier in the case of certain expenses, excluding outside counsel legal fees) by Colombier to B. Riley upon consummation, if any, of the Business Combination, not to exceed $150,000, in the aggregate, subject to the Aggregate Legal Reimbursement Cap and excluding reasonable and customary costs for background check expenses incurred by B. Riley on behalf of Colombier at Colombier’s request, which are reimbursable to B. Riley without limitation regardless of whether the proposed Business Combination is consummated.

“CF&CO” means Cantor Fitzgerald & Co., in its capacity as capital markets advisor to Colombier in connection with the Business Combination.

“CF&CO Engagement Letter” means the engagement letter, dated as of March 27, 2023, between Colombier and CF&CO pursuant to which Colombier engaged CF&CO to act as capital markets advisor to Colombier in connection with the Business Combination.

“CF&CO Reimbursable Expenses” means out of pocket fees and expenses reimbursable (subject to prior written consent by Colombier in the case of certain expenses, excluding outside counsel legal fees) by Colombier to CF&CO upon consummation, if any, of the Business Combination, not to exceed $150,000, in the aggregate, subject to the Aggregate Legal Reimbursement Cap.

“Class A Common Stock” means the shares of Class A common stock, par value $0.0001 per share, of the Combined Company.

“Class C Common Stock” means the shares of Class C common stock, par value $0.0001 per share, of the Combined Company.

“Closing” means the closing of the Business Combination.

“Closing Date” means the date of the Closing of the Business Combination.

“Closing Net Indebtedness” means, as of the Reference Time, (i) the aggregate amount of all Indebtedness (as defined in the Merger Agreement) of the Target Companies, minus (ii) the Closing Company Cash (as defined in the Merger Agreement), in each case of clauses (i) and (ii), on a consolidated basis and as determined in accordance with the Accounting Principles. For the avoidance of doubt, the Closing Net Indebtedness can be a negative number.

“Code” means the Internal Revenue Code of 1986, as amended.

“Colombier” means Colombier Acquisition Corp., a Delaware corporation, which will be renamed “PSQ Holdings, Inc.” following the Closing.

“Colombier Board” means the board of directors of Colombier prior to the Business Combination.

“Colombier Class A Common Stock” means the Class A Common Stock, par value $0.0001 per share, of Colombier, prior to the Business Combination.

“Colombier Class B Common Stock” means the Class B Common Stock, par value $0.0001 per share, of Colombier, prior to the Business Combination.

“Colombier Common Stock” means the Colombier Class A Common Stock and Colombier Class B Common Stock.

“Colombier Preferred Stock” means the preferred stock, par value $0.0001 per share, of Colombier, prior to the Business Combination.

“Colombier Securities” means the Units, the Colombier Common Stock, the Colombier Preferred Stock and the Warrants, collectively.

“Colombier Special Meeting” means the special meeting of the stockholders of Colombier, to be held virtually at [•] a.m., Eastern Time on [•], 2023.

“Colombier Sponsor Shares” means Colombier Class B Common Stock initially purchased by the Sponsor in the Private Placement prior to the IPO, and the shares of Colombier Class A Common Stock to be issued upon the conversion thereof in accordance with the terms of the Current Charter.

“Combined Company” refers to Colombier (which will be renamed PSQ Holdings, Inc. after the Business Combination, and which will include PSQ and any other direct or indirect subsidiaries of PSQ, to the extent applicable) from and after the Closing.

“Combined Company Board” refers to the board of directors of the Combined Company.

“Combined Company Common Stock” refers to the Class A Common Stock and the Class C Common Stock of the Combined Company subsequent to the Business Combination.

“Company Registration Rights Agreement” means the registration rights agreement to be entered into by Colombier, the Sponsor, PSQ and certain PSQ Stockholders party thereto, effective as of the Closing.

“Conversion Ratio” means the Per Share Price divided by $10.00, as such ratio will be determined as of the Closing Date.

“COVID-19 pandemic” means the SARS-CoV-2 pandemic.

“Current Charter” means Colombier’s certificate of incorporation filed with the Secretary of State of the State of Delaware on February 12, 2021, as amended on June 9, 2021.

“Deemed Equity Holder” means each of certain employees and service providers of PSQ, who will be entitled to receive fully vested shares of Class A Common Stock or another form of Earnout Equity Award under the Incentive Plan, provided they are then still providing services to the Combined Company, in the event that the Earnout Shares are earned in accordance with the terms of the Merger Agreement.

“DGCL” means the General Corporation Law of the State of Delaware, as amended.

“DTC” means The Depository Trust Company.

“DWAC” means The Depository Trust Company’s Deposit Withdrawal At Custodian.

“Earnout Equity Awards” means any equity awards issued to Deemed Equity Holders from the Earnout Subpool (as defined under the heading “The Incentive Plan Proposal (Proposal 8)” below, under the subheading “Description of the Incentive Plan”) to satisfy the Combined Company’s obligation to issue Earnout Shares to a Deemed Equity Holder.

“Earnout Shares” means up to 3,000,000 shares of Class A Common Stock that may be issued to Participating Equityholders upon achievement of certain trading price based targets for the Combined Company Common Stock following Closing.

“Effective Time” means the effective time of the Merger in accordance with the Merger Agreement.

“Equity Value” means (a) $200,000,000, minus (b) if the Closing Net Indebtedness is a positive number, the amount of Closing Net Indebtedness, plus (c) if the Closing Net Indebtedness is a negative number, the absolute value of the amount of the Closing Net Indebtedness.

“ESPP” means the 2023 Employee Stock Purchase Plan of the Combined Company, in the form included as Annex E to this proxy statement/prospectus.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exchange Agent” means Continental Stock Transfer & Trust Company, or another agent appointed by Colombier and reasonably acceptable to PSQ for the purposes, and to perform the actions and transactions, described in the Merger Agreement in connection with the Closing.

“Farvahar Capital” or “Farvahar Partners” means Farvahar Capital LLC, an affiliate of the Sponsor.

“FINRA” means Financial Industry Regulatory Authority.

“GAAP” means generally accepted accounting principles in the United States.

“Fully-Diluted PSQ Shares” means the total number of issued and outstanding shares of PSQ Common Stock as of immediately prior to the Effective Time, after treating all outstanding PSQ Convertible Securities (to the extent not canceled as part of the Merger) as having been exercised or converted, as the case may be.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“Incentive Plan” means the 2023 Stock Incentive Plan of the Combined Company, in the form included as Annex D to this proxy statement/prospectus.

“Insider Letter” means the letter agreement, dated June 8, 2021, by and among Colombier, its officers and directors, and the Sponsor.

“Insiders” means Colombier’s officers and directors (at the time of the IPO), the Sponsor and each transferee of Colombier Sponsor Shares.

“IPO” means the initial public offering of Colombier’s securities that it consummated on June 11, 2021.

“IPO Prospectus” means the final prospectus of Colombier, dated June 8, 2021 in connection with the IPO, as filed with the SEC pursuant to Rule 424(b) under the Securities Act on June 9, 2021 (File No. 333-254492).

“IPO Underwriter” means B. Riley Securities, Inc., which is also sometimes referred to herein as “B. Riley” in its capacity as financial advisor to Colombier in connection with the Business Combination.

“Lock-Up Agreements” means the lock-up agreements entered into concurrent with the execution of the Merger Agreement pursuant to which certain holders of shares of PSQ Common Stock agreed to certain transfer and other restrictions for a period of time after the Closing, as set forth in such agreements, as may be amended, modified or supplemented.

“Marcum” means Marcum LLP, Colombier’s independent registered public accounting firm.

“May Mutual Waiver Letter” means the waiver letter entered into by Colombier and PSQ, dated as of May 18, 2023, pursuant to which: (i) Colombier waived its right, pursuant to Section 8.1(e)(iii) of the Merger Agreement, to terminate the Merger Agreement in the event that Michael Seifert, the PSQ Founder and PSQ’s Chief Executive Officer, who is expected, after the Closing, to be Chief Executive Officer and Chairman of the Board of the Combined Company, has not executed and delivered an Employment Agreement and a Non-Competition Agreement (in each case to be effective as the Closing) in form and substance reasonably acceptable to Colombier on or on or prior to the date on which Colombier files the first amendment to this Registration Statement on Form S-4 with the SEC and (ii) PSQ waived its right, pursuant to Section 8.1(i) of the Merger Agreement, to terminate the Merger Agreement by written notice delivered to Colombier no later than May 22, 2023, in the event that PSQ has not received proceeds from a Permitted Financing in an amount equal to at least $15 million by May 15, 2023.

“Merger” means the merger of Merger Sub with and into PSQ, with PSQ continuing as the surviving corporation and as a wholly-owned subsidiary of Colombier, in accordance with the terms of the Merger Agreement.

“Merger Agreement” means the Agreement and Plan of Merger, dated as of February 27, 2023, as it may be amended or supplemented from time to time, by and among Colombier, Merger Sub, Sponsor, as purchaser representative, and PSQ.

“Merger Consideration” means the total number of shares of Class A Common Stock and Class C Common Stock into which the PSQ Common Stock will be converted into the right to receive at Closing pursuant to the Merger Agreement.

“Merger Sub” means Colombier-Liberty Acquisition Inc., a Delaware corporation and wholly-owned subsidiary of Colombier.

“Minimum Cash Condition” means one of the conditions to PSQ’s obligation to consummate the Merger, waivable by PSQ, that Colombier has cash and cash equivalents at least equal to (i) $33.0 million minus (ii) the lesser of (x) $15.0 million and (y) the amount of Colombier’s and PSQ’s aggregate unpaid transaction expenses immediately prior to the Closing, minus (iii) the amount of the proceeds actually received by PSQ in any Permitted Financing.

“NEO New Employment Agreements” means the executive employment agreements between Colombier and certain PSQ executives to be entered into and delivered to Colombier prior to the Closing, as may be amended, modified or supplemented.

“Non-Competition Agreements” means the non-competition and non-solicitation agreements to be entered into by certain executives of PSQ pursuant to the terms of the Merger Agreement.

“NYSE” means the New York Stock Exchange.

“Outside Date” means, for purposes of, and as used in, the Merger Agreement, the date of September 11, 2023, or an applicable later date (which shall not be later than December 31, 2023) if extended pursuant to the terms of the Merger Agreement.

“Participating Equityholder” means each PSQ Stockholder and each Deemed Equity Holder.

“Per Share Price” means the amount equal to the Equity Value divided by the Fully-Diluted PSQ Shares.

“Permitted Financing” means an equity or debt financing transaction or series of equity or debt financing transactions entered into by PSQ after the date of the Merger Agreement, by way of issuance, subscription or sale, which results in cash proceeds to PSQ prior to the Effective Time.

“Permitted Withdrawals” means, as applicable, withdrawals from the principal and interest accrued in the Trust Account in accordance with Colombier’s organizational document and IPO prospectus (i) to cover tax obligations of Colombier, (ii) to fund working capital requirements, in an amount of up to $1,000,000 per annum, and (iii) up to $100,000 to pay dissolution expenses.

“PIPE Investment” means any subscription agreements entered by Colombier with investors, between the execution of the Merger Agreement and the Closing, relating to a private equity investment in Colombier to purchase shares of Colombier in connection with a private placement, and/or enter into backstop arrangements with potential investors, in either case on terms mutually agreeable to PSQ and Colombier.

“Private Placement” means the private placement consummated simultaneously with the IPO in which Colombier issued the Private Warrants to the Sponsor.

“Private Warrants” means one (1) whole warrant entitling the holder thereof to purchase one (1) share of Colombier Class A Common Stock at a purchase price of $11.50 per share.

“Proposals” means the NTA Proposal, the Business Combination Proposal, the Charter Proposal, the Advisory Charter Proposals, the Incentive Plan Proposal, the ESPP Proposal, the NYSE Proposal and the Adjournment Proposal.

“Proposed Bylaws” means the amended and restated bylaws of the Combined Company in the form included as Annex C to this proxy statement/prospectus, to be adopted by Colombier upon consummation of the Business Combination.

“Proposed Charter” means the restated certificate of incorporation of Colombier in the form included as Annex B to this proxy statement/prospectus, to be adopted by Colombier pursuant to the Charter Proposal.

“PSQ” means PSQ Holdings, Inc., a Delaware corporation, prior to the Business Combination. References herein to PSQ will include its subsidiaries to the extent reasonably applicable.

“PSQ Board” means the board of directors of PSQ.

“PSQ Common Stock” means, collectively, the Common Stock, par value $0.001 per share, of PSQ prior to the Business Combination.

“PSQ Convertible Debt Conversion” means the mandatory conversion of all of the issued and outstanding PSQ Convertible Debt Notes for shares of PSQ Common Stock at the applicable conversion ratio as set forth in the PSQ Convertible Debt Notes.

“PSQ Convertible Debt Notes” means up to $15.0 million of 5% mandatorily convertible notes issued or issuable by PSQ in connection with the Permitted Financing and which will convert into shares of PSQ Common Stock immediately prior to completion of the Business Combination.

“PSQ Convertible Securities” means, collectively, each outstanding option, warrant, convertible note or other right to subscribe or purchase any capital stock of PSQ or securities convertible into or exchangeable for, or that otherwise confer on the holder any right to acquire any capital stock of PSQ.

“PSQ Founder” means Michael Seifert, the current Chief Executive Officer of PSQ.

“PSQ Stockholder Support Agreements” means the Company Stockholder Support Agreements entered into simultaneously with the execution of the Merger Agreement by Colombier, PSQ and holders of capital stock of PSQ sufficient to approve the Merger and other Transactions (including any required separate class votes), as may be amended, modified or supplemented.

“PSQ Stockholders” refers to holders of PSQ Common Stock immediately prior to the Effective Time.

“Public Shares” means Colombier Class A Common Stock underlying the Units sold in the IPO, including any overallotment securities acquired by Colombier’s underwriters.

“Public Stockholders” means holders of Public Shares.

“Public Warrant” means one (1) whole redeemable warrant that was included in as part of each Unit, entitling the holder thereof to purchase one (1) share of Colombier Class A Common Stock at a purchase price of $11.50 per share.

“Purchaser Representative” means the Sponsor, in its capacity as Purchaser Representative from and after the Closing in accordance with the terms of the Merger Agreement.

“Record Date” means the close of business on [•], 2023, the date on which only holders of record of the Colombier Common Stock are entitled to notice of the Colombier Special Meeting and to vote at the Colombier Special Meeting and any adjournments or postponements of the Colombier Special Meeting.

“Redemption” means the right of the holders of Colombier Class A Common Stock to have their shares redeemed in accordance with the procedures set forth in this proxy statement/prospectus and the Current Charter.

“Redemption Price” means an amount equal to the price at which the Colombier Class A Common Stock is redeemed or converted pursuant to the Redemption.

“Reference Time” means 11:59 p.m. Pacific Time on the date prior to the Closing Date.

“Required Proposals” means the Business Combination Proposal, the Charter Proposal, the Incentive Plan Proposal, the ESPP Proposal and the NYSE Proposal.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Sponsor” means Colombier Sponsor LLC, a Delaware limited liability company.

“Target Companies” means PSQ and each of its direct and indirect subsidiaries.

“Transaction Expenses” means the aggregate unpaid fees and expenses of Colombier and PSQ immediately prior to the Closing incurred in connection with or related to the authorization, preparation, negotiation, execution or performance of the Merger Agreement, any Ancillary Agreements related thereto and all other matters related to the consummation of the Merger Agreement.

“Transactions” means the Business Combination, including the Merger and all of the transactions contemplated by the Merger Agreement and the Ancillary Agreements.

“Trust Account” means the trust account of Colombier, established at the time of the IPO, containing the net proceeds of the sale of the Units in the IPO, including from overallotment securities sold by Colombier’s underwriters, and the sale of Private Warrants following the closing of the IPO.

“Trust Agreement” means the Investment Management Trust Agreement, dated as of June 8, 2021, by Colombier and the Trustee, as well as any other agreements entered into related to or governing the Trust Account.

“Trustee” means Continental Stock Transfer & Trust Company, a New York corporation, in its capacity as Trustee under the Trust Agreement.

“UHY” means UHY LLP, PSQ’s independent registered public accounting firm.

“Underwriting Agreement” means that certain underwriting agreement, dated as of June 8, 2021 by and between Colombier and the IPO Underwriter.

“Units” means the units issued in the IPO (including overallotment units acquired by the IPO Underwriter) consisting of one (1) share of Colombier Class A Common Stock and one-third (1/3) of one Public Warrant.

“Warrants” means Private Warrants and Public Warrants, collectively.

Share Calculations and Ownership Percentages

Unless otherwise specified (including in the sections entitled “Unaudited Pro Forma Condensed Combined Financial Information” and “Beneficial Ownership of Securities”), the share calculations and ownership percentages set forth in this proxy statement/prospectus with respect to the Combined Company’s stockholders following the Business Combination are for illustrative purposes only and assume the following (certain capitalized terms below are defined elsewhere in this proxy statement/prospectus):

1.      That, prior to the completion of the Merger, the PSQ Convertible Debt Conversion occurs in accordance with the terms of the Merger Agreement.

2.      That, immediately prior to the Effective Time, PSQ Convertible Debt Notes in an aggregate principal amount of $14.25 million convert into 128,317.611975 shares of PSQ Common Stock (which excludes additional shares of PSQ Common Stock issuable, simultaneous with such conversion, as a result of accrued interest on the PSQ Convertible Debt Notes in an amount to be determined based on the Closing Date of the Business Combination).

3.      That none of the PSQ Stockholders exercise appraisal rights in connection with the Merger.

4.      That other than pursuant to the PSQ Convertible Debt Conversion, PSQ does not issue any additional equity or equity-linked securities prior to the Closing.

5.      That no Public Stockholders exercise their redemption rights prior to (in the event that, in connection with a meeting of Colombier stockholders convened prior to the Closing Date, if any, Public Stockholders are provided an opportunity to redeem Public Shares in accordance with the terms of the Current Charter) or in connection with the Closing of the Business Combination. Please see the section entitled “The Colombier Special Meeting — Redemption Rights.”

6.      That there are no transfers or forfeitures of securities held by the Sponsor on or prior to the Closing Date.

7.      That no holders of Warrants exercise any of the outstanding Warrants.

8.      That there are no issuances of equity securities by Colombier prior to the Closing.

9.      That, at the Closing, consistent with the terms of the Merger Agreement, 165,000 shares of PSQ Common Stock, representing all of the shares of PSQ Common Stock held by the PSQ Founder, are cancelled in consideration for the issuance by Colombier to the PSQ Founder in the Merger of 3,207,646 shares of Class C Common Stock of the Combined Company.

10.    That PSQ’s Closing Net Indebtedness will be equal to $0.

The share calculations and ownership percentages set forth in this proxy statement/prospectus with respect to the Combined Company’s stockholders following the Business Combination also do not include any shares reserved for issuance in connection with, or equity awards that may be made in connection with or following completion of the Business Combination pursuant to, the Incentive Plan or ESPP, in each case, contemplated to be adopted in connection with the completion of the Business Combination, and do not give effect to any potential future issuances of Earnout Shares.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this proxy statement/prospectus may constitute “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. This includes, without limitation, statements regarding the financial position, business strategy and the plans and objectives of management for future operations, including as they relate to the potential Business Combination, of Colombier. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this proxy statement/prospectus, forward-looking statements may be identified by the use of words such as “estimate,” “continue,” “could,” “may,” “might,” “possible,” “predict,” “should,” “would,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target,” “designed to” or other similar expressions that predict or indicate future events or trends or that are not statements of historical facts. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements.

Colombier and PSQ caution readers of this proxy statement/prospectus that these forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and many of which are beyond Colombier’s and PSQ’s control, which could cause the actual results to differ materially from the expected results. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of financial and performance metrics, projections of market opportunity and market share, potential benefits and the commercial attractiveness to its customers of products and services sold through PSQ’s platform, the potential success of PSQ’s marketing and expansion strategies, potential benefits of the Business Combination (including with respect to stockholder value), and expectations related to the terms and timing of the Business Combination. These statements are based on various assumptions, whether or not identified in this proxy statement/prospectus, and on the current expectations of PSQ’s and Colombier’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. These forward-looking statements are subject to a number of risks and uncertainties, including:

•        changes in the competitive industries and markets in which PSQ operates or plans to operate;

•        changes in applicable laws or regulations affecting PSQ’s business;

•        the ability of PSQ to implement business plans, forecasts, and other expectations after the completion of the Business Combination, and identify and realize additional opportunities;

•        risks related to PSQ’s limited operating history, the rollout and/or expansion of its business and the timing of expected business milestones;

•        risks related to PSQ’s potential inability to achieve or maintain profitability and generate significant revenue;

•        current and future conditions in the global economy, including as a result of economic uncertainty, and its impact on PSQ, its business and the markets in which it operates;

•        the ability of PSQ to retain existing advertisers and consumer and business members and attract new advertisers and consumer and business members;

•        the potential inability of PSQ to manage growth effectively;

•        the ability to recruit, train and retain qualified personnel;

•        estimates for the prospects and financial performance of PSQ’s business may prove to be incorrect or materially different from actual results;

•        the inability of the parties to successfully or timely consummate the proposed Business Combination, including the risk that required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the Combined Company or the expected benefits of the proposed Business Combination or that the approval of the stockholders of Colombier or PSQ is not obtained;

•        failure to realize the anticipated benefits of the proposed Business Combination;

•        costs related to the Business Combination and the failure to realize anticipated benefits of the Business Combination or to realize estimated pro forma results and underlying assumptions, including with respect to estimated stockholder redemptions;

•        risks related to future market adoption of PSQ’s offerings;

•        risks related to PSQ’s marketing and growth strategies;

•        the effects of competition on PSQ’s business;

•        the amount of redemption requests made by Colombier’s public stockholders;

•        the ability of Colombier or the Combined Company to issue equity or equity-linked securities in connection with the proposed Business Combination or in the future;

•        PSQ and Colombier’s inability to complete the proposed Business Combination as contemplated by the Merger Agreement;

•        matters discovered by the parties as they complete their respective due diligence investigation of the other;

•        the inability to recognize the anticipated benefits of the proposed Business Combination, which may be affected by, among other things, the amount of cash available following any redemptions by Colombier stockholders;

•        the ability of the Combined Company to meet the initial listing standards of the New York Stock Exchange upon consummation of the Business Combination;

•        costs related to the proposed Business Combination;

•        expectations with respect to future operating and financial performance and growth, including when PSQ will generate positive cash flow from operations;

•        PSQ’s ability to raise funding on reasonable terms as necessary to develop its products in the timeframe contemplated by its business plan;

•        PSQ’s ability to execute its anticipated business plans and strategy;

•        the failure to satisfy the conditions to the consummation of the Business Combination, including the approval of the Business Combination and definitive agreements for the Business Combination by the stockholders of Colombier;

•        the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination;

•        the outcome of any legal proceedings that may be instituted against PSQ or Colombier related to the Business Combination, and those factors discussed in Colombier’s IPO Prospectus under the heading “Risk Factors,” and other documents of Colombier filed, or to be filed, with the SEC; and

•        other risks and uncertainties described in this proxy statement/prospectus, including those under the section entitled “Risk Factors.”

If any of these risks materialize or any of Colombier’s or PSQ’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither Colombier nor PSQ presently know or that Colombier and PSQ currently believe are immaterial that could also cause actual results to differ materially from those contained in the forward-looking statements. In addition, forward-looking statements reflect Colombier’s and PSQ’s expectations, plans or forecasts of future events and views as of the date of this proxy statement/prospectus. Colombier and PSQ anticipate that subsequent events and developments may cause Colombier’s and PSQ’s assessments to change. However, while we may elect to update these forward-looking statements at some point in the future, Colombier and PSQ specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing Colombier’s and PSQ’s assessments

as of any date subsequent to the date of this proxy statement/prospectus. Accordingly, undue reliance should not be placed upon the forward-looking statements. Actual results, performance or achievements may, and are likely to, differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions on which those forward-looking statements were based. There can be no assurance that the data contained herein is reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance as projected financial information and other information are based on estimates and assumptions that are inherently subject to various significant risks, uncertainties and other factors, many of which are beyond Colombier’s and PSQ’s control. Forward-looking statements are not guarantees of performance. All forward-looking statements attributable to Colombier or PSQ or a person acting on their behalf are expressly qualified in their entirety by the foregoing cautionary statements.

QUESTIONS AND ANSWERS ABOUT THE COLOMBIER SPECIAL MEETING

The following questions and answers below only highlight selected information from this document and only briefly address some commonly asked questions about the proposals to be presented at the Colombier Special Meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that is important to Colombier stockholders. We urge you to read this entire proxy statement/prospectus, including the Annexes and other documents referred to herein, carefully and in their entirety to fully understand the proposed Business Combination and the voting procedures for the Colombier Special Meeting. See also the section of this proxy statement/prospectus titled “Where You Can Find More Information.”

Q:     Why am I receiving this proxy statement/prospectus?

A:     Colombier stockholders are being asked to consider and vote upon a Proposal to approve and adopt the Business Combination contemplated by the Merger Agreement, among other Proposals. Upon the completion of the transactions contemplated by the Merger Agreement, PSQ will become a wholly-owned subsidiary of Colombier. A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A.

This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the Colombier Special Meeting. You should read this proxy statement/prospectus and its annexes and the other documents referred to herein carefully and in their entirety.

THE VOTE OF COLOMBIER STOCKHOLDERS IS IMPORTANT. COLOMBIER STOCKHOLDERS ARE URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS AND ITS ANNEXES AND CAREFULLY CONSIDERING EACH OF THE PROPOSALS BEING PRESENTED AT THE COLOMBIER SPECIAL MEETING.

Q:     What proposals are stockholders of Colombier being asked to vote upon?

A:     Stockholders of Colombier are being asked to vote upon the following Proposals:

(1)              The NTA Proposal (Proposal 1) — To approve and adopt, subject to the approval of the Business Combination Proposal, the following amendments to the Current Charter, which shall be effective, if adopted and implemented by Colombier, prior to the consummation of the proposed Business Combination, to remove from the Current Charter requirements limiting Colombier’s ability to redeem shares of Colombier Class A Common Stock and consummate an initial business combination if the amount of such redemptions would cause Colombier to have less than $5,000,001 in net tangible assets:

(a)     Section 9.2(a) of the Current Charter shall be amended to read in its entirety as follows: “Prior to the consummation of the initial Business Combination, the Corporation shall provide all holders of Offering Shares with the opportunity to have their Offering Shares redeemed (irrespective of whether they voted in favor or against the Business Combination) pursuant to, and subject to the limitations of, Sections 9.2(b) and 9.2(c) hereof (such rights of such holders to have their Offering Shares redeemed pursuant to such Sections, the “Redemption Rights”) for cash equal to the applicable redemption price per share determined in accordance with Section 9.2(b) hereof (the “Redemption Price”). Notwithstanding anything to the contrary contained in this Amended and Restated Certificate, there shall be no Redemption Rights or liquidating distributions with respect to any warrant issued pursuant to the Offering.”

(b)    Section 9.2(e) of the Current Charter shall be amended to read in its entirety as follows: “If the Corporation offers to redeem the Offering Shares in conjunction with a stockholder vote on an initial Business Combination, the Corporation shall consummate the proposed initial Business Combination only if such initial Business Combination is approved by the affirmative vote of the holders of a majority of the shares of the Common Stock that are voted at a stockholder meeting held to consider such initial Business Combination (or such other vote as the applicable law or stock exchange rules then in effect may require).”

(c)     Section 9.7 of the Current Charter shall be amended to remove the following language: “The Corporation’s ability to provide such opportunity is subject to the Redemption Limitation.”

(2)              The Business Combination Proposal (Proposal 2) — To approve and adopt the Merger Agreement and the transactions contemplated thereby pursuant to which, at the Effective Time of the Merger:

(a)     Merger Sub will merge with and into PSQ, with PSQ being the surviving company following the Merger and continuing in existence as a wholly owned subsidiary of Colombier;

(b)    Any PSQ Convertible Securities which remain outstanding and have not been exercised or do not convert automatically into shares of PSQ Common Stock prior to the Effective Time will be cancelled without consideration;

(c)     Each share of PSQ Common Stock, par value $0.001 per share (“PSQ Common Stock”), other than shares held by Michael Seifert (the “PSQ Founder”), will be cancelled and converted into the right to receive a number of shares of Class A Common Stock, par value $0.0001 per share, of the Combined Company equal to the Conversion Ratio (as defined in the Merger Agreement);

(d)    Each share of PSQ Common Stock held by the PSQ Founder will be cancelled and converted into the right to receive a number of shares of Class C common stock, par value $0.0001 per share, of the Combined Company equal to the Conversion Ratio.

We refer to this Proposal as the “Business Combination Proposal.” A copy of the Merger Agreement is attached to the proxy statement/prospectus as Annex A.

In addition to the approval of the Proposals at the Colombier Special Meeting, unless waived by the parties to the Merger Agreement, in accordance with the Merger Agreement and applicable law, the closing of the Business Combination is subject to a number of conditions set forth in the Merger Agreement including, among other things, receipt of the requisite stockholder approvals contemplated by this proxy statement/prospectus. For more information about the closing conditions to the Business Combination, see the section of this proxy statement/prospectus titled “Business Combination Proposal — Conditions to the Closing.”

The Merger Agreement may be terminated at any time prior to the Closing of the Business Combination upon agreement of PSQ and Colombier, or by PSQ or Colombier acting alone in specified circumstances as described in the Merger Agreement. For more information about the termination rights under the Merger Agreement, see the section titled “Business Combination Proposal — Termination.”

Pursuant to the Current Charter, in connection with the Business Combination, Colombier’s public stockholders may elect to redeem, effective upon the Closing of the Business Combination, shares of Colombier Class A Common Stock then held by them for cash equal to the aggregate amount then on deposit in the Trust Account as of two (2) business days prior to the consummation of Colombier’s Business Combination, including interest earned on the funds held in the Trust Account and not previously released to Colombier in connection with Permitted Withdrawals, divided by the number of then outstanding public shares, subject to the limitations described herein. As of May 18, 2023, based on funds in the Trust Account of approximately $174.87 million as of such date, the pro rata portion of the funds available in the Trust Account for the redemption of public shares of Colombier Class A Common Stock was approximately $10.14 per share. Colombier public stockholders are not required to affirmatively vote for or against the Business Combination in order to redeem their shares of Colombier Class A Common Stock for cash. This means that public stockholders who hold shares of Colombier Class A Common Stock on or before [•], 2023 (two (2) business days before the Colombier Special Meeting) will be eligible to elect to have their shares of Colombier Class A Common Stock redeemed for cash in connection with the Colombier Special Meeting, whether or not they are holders as of the Record Date, and whether or not such shares are voted at the Colombier Special Meeting.

A public stockholder, together with any of such stockholder’s affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming in the aggregate such stockholder’s shares or, if part of such a group, the group’s shares, with respect to 15% or more of the shares of Colombier Common Stock included in the units of Colombier sold in the IPO (including overallotment securities sold to

Colombier’s underwriters in connection with the IPO). Holders of Colombier’s outstanding public warrants and Units do not have redemption rights with respect to such securities in connection with the Business Combination. Holders of outstanding Colombier Units must separate the underlying shares of Colombier Class A Common Stock and Public Warrants prior to exercising redemption rights with respect to the public Colombier Class A Common Stock.

See the section titled “Colombier Special Meeting — Redemption Rights.”

The Business Combination will be consummated only if the Required Proposals are approved at the Colombier Special Meeting, which Required Proposals include the Business Combination Proposal, the Charter Proposal, the Incentive Plan Proposal, the ESPP Proposal and the NYSE Proposal. The Required Proposals are conditioned on the approval of the Business Combination Proposal. The Advisory Charter Proposals are conditioned on the Required Proposals. The NTA Proposal is conditioned upon the approval of the Business Combination Proposal. Therefore, if the Business Combination Proposal is not approved, then the NTA Proposal will have no effect, even if approved by Colombier stockholders. The Adjournment Proposal is not conditioned on the approval of any other Proposal set forth in this proxy statement/prospectus.

The Business Combination involves numerous risks. For more information about these risks, see the section titled “Risk Factors.”

(3)              The Charter Proposal (Proposal 3) — Assuming the Business Combination Proposal (Proposal 2) is approved and adopted, to approve and adopt the Proposed Charter, in the form attached to this proxy statement/prospectus as Annex B (the “Proposed Charter”), which will amend and restate the Current Charter (as amended by the NTA Proposal, if approved) in its entirety and be effective when duly filed with the Secretary of State of the State of Delaware in connection with the Closing.

(4) – (7)     Advisory Charter Proposals (Proposals 4 – 7) — To consider and vote upon, on a non-binding basis, certain governance provisions in the Proposed Charter, presented separately in accordance with SEC requirements. A summary of these provisions is set forth in the “Advisory Charter Proposals (Proposals 4 – 7)” section of this proxy statement/prospectus and a complete copy of these provisions is attached to the proxy statement/prospectus as Annex B. You are encouraged to read them in their entirety.

(8)              The Incentive Plan Proposal (Proposal 8) — To approve and adopt the 2023 Stock Incentive Plan (the “Incentive Plan”) the form of which is attached to this proxy statement/prospectus as Annex D. The Colombier Board intends to adopt the Incentive Plan, subject to the approval of the Colombier stockholders. If adopted and approved, the Incentive Plan will be effective upon the Closing, to be available to the Combined Company after the Closing. The Incentive Plan Proposal is described in more detail in this proxy statement/prospectus under the heading “The Incentive Plan Proposal (Proposal 8).” You are encouraged to read the Incentive Plan in its entirety.

(9)              The ESPP Proposal (Proposal 9) — To approve the 2023 Employee Stock Purchase Plan (the “ESPP”), the form of which is attached to this proxy statement/prospectus as Annex E. The Colombier Board intends to adopt the ESPP, subject to the approval of the Colombier stockholders. If adopted and approved, the ESPP will be effective upon the Closing, to be available to the Combined Company after the Closing. The ESPP Proposal is described in more detail in this proxy statement/prospectus under the heading “The ESPP Proposal (Proposal 9).” You are encouraged to read the ESPP in its entirety.

(10)            The NYSE Proposal (Proposal 10) — To consider and vote upon, for purposes of complying with the applicable listing rules of the NYSE, the approval of the issuance of the shares of Class A Common Stock and Class C Common Stock to be issued in connection with the Business Combination.

(11)          The Adjournment Proposal (Proposal 11) — To consider and vote upon a Proposal to adjourn the Colombier Special Meeting to a later date or dates, if necessary or appropriate as determined by the Colombier Board.

Q:     What interests do Colombier’s Sponsor and current officers, directors and financial advisors have in the Business Combination?

A:     In considering the recommendation of Colombier’s Board to vote in favor of the Business Combination, Public Stockholders should be aware that, aside from their interests as stockholders, Colombier’s Sponsor, directors and officers have interests in the Business Combination that are different from, or in addition to, those of Colombier’s other stockholders generally, including the aggregate amount at risk to Colombier’s Sponsor of $5,725,000, which is the amount that the Sponsor paid for its Colombier Sponsor Shares and Private Warrants. Colombier’s directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to the Public Stockholders that they approve the Business Combination. Further, the interests of members of the Sponsor and current officers or directors of Colombier may be different from or in addition to (and which may conflict with) your interests and may be incentivized to complete a less favorable business combination rather than liquidating Colombier. Public Stockholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things, the fact that:

•        Omeed Malik will be Colombier’s designee to the Combined Company Board upon the effectiveness of the Merger. As a director, in the future Mr. Malik may receive any cash fees, stock options or stock awards that the Combined Company Board determines to pay to its directors;

•        unless Colombier consummates an initial business combination, it is possible that Colombier’s officers, directors and the Sponsor may not receive reimbursement for out-of-pocket expenses incurred by them, to the extent that such expenses exceed the amount of available funds not deposited in the Trust Account (provided, however, that, as of May 19, 2023, Colombier’s officers and directors have not incurred (nor are any of the forgoing expecting to occur) out-of-pocket expenses exceeding funds available to Colombier for reimbursement thereof, but provided, further, that if any such expenses are incurred prior to consummation of the Business Combination, Colombier’s officers, directors and the Sponsor may not receive reimbursement therefor if the proposed Business Combination is not consummated);

•        as a condition to the IPO, pursuant to the Insider Letter, the Colombier Sponsor Shares became subject to a lock-up whereby, subject to certain limited exceptions, the Insiders’ Colombier Sponsor Shares are not transferable or salable until the earlier of (A) one year after the completion of our initial business combination or (B) subsequent to our initial business combination, if (x) the closing price of the Colombier Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) Colombier completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of Colombier’s stockholders having the right to exchange their shares of Colombier Common Stock for cash, securities or other property. In this regard, while the Colombier Sponsor Shares are not the same as the Colombier Class A Common Stock, are subject to certain restrictions that are not applicable to the Colombier Class A Common Stock, and may become worthless if Colombier does not complete a business combination by September 11, 2023 (or such other date as approved by the Colombier stockholders), the aggregate value of the 4,312,500 Colombier Sponsor Shares owned by the Sponsor is estimated to be approximately $43.62 million, assuming the per share value of the Colombier Sponsor Shares is the same as the $10.115 closing price of the Colombier Class A Common Stock on the NYSE on May 19, 2023;

•        the Sponsor purchased an aggregate of 5,700,000 Private Warrants, at an aggregate purchase price of $5,700,000, or $1.00 per warrant, with each whole Private Warrant entitling the holder thereof to purchase one share of Colombier Class A Common Stock for $11.50 per share, in the Private Placement consummated simultaneously with the IPO, which warrants will be worthless if a business combination is not consummated (although the Private Warrants have certain rights that differ from the rights of holders of the Public Warrants, the aggregate value of the 5,700,000 Private Warrants held by the Sponsor is estimated to be approximately $1.26 million, assuming the per warrant value of the Private Warrant is the same as the $0.2205 closing price of the Public Warrants on the NYSE on May 19, 2023);

•        as a condition to the IPO, pursuant to the Insider Letter, the Insiders have agreed that the Private Warrants, and all of their underlying securities, will not be sold or transferred by it until 30 days after Colombier has completed a business combination;

•        the fact that the Sponsor purchased 4,312,500 shares of Colombier Class B Common Stock from Colombier for an aggregate price of $25,000, which will have a significantly higher value at the time of the Business Combination, if it is consummated, and, based on the closing trading price of the Class A Common Stock on May 19, 2023, which was $10.115, would have an aggregate value of $43.62 million as of the same date. If Colombier does not consummate the Business Combination or another initial business combination by September 11, 2023 (or such other date as approved by the Colombier stockholders), and Colombier is therefore required to be liquidated, these shares would be worthless, as the Sponsor is not entitled to participate in any redemption or liquidation of the Trust Account. Based on the difference in the effective purchase price of $0.006 per share that the members of the Sponsor paid for the Colombier Sponsor Shares, as compared to the purchase price of $10.00 per Unit sold in the IPO, members of the Sponsor may earn a positive rate of return even if the share price of the Combined Company after the Closing falls below the price initially paid for the Units in the IPO and the Colombier public stockholders experience a negative rate of return following the Closing of the Business Combination;

•        each Insider has agreed not to redeem any of its Colombier Sponsor Shares in connection with a stockholder vote to approve a proposed initial business combination;

•        if Colombier does not complete an initial business combination by September 11, 2023 (or such other date as approved by the Colombier stockholders), the proceeds from the sale of the Private Warrants will be included in the liquidating distribution to Colombier’s public stockholders and the Private Warrants will expire worthless;

•        if the Trust Account is liquidated, including in the event Colombier is unable to complete an initial business combination within the required time period, the Sponsor has agreed that it will be liable to Colombier, if and to the extent any claims by a third party for services rendered or products sold to Colombier, or a prospective target business with which Colombier has entered into a written letter of intent, confidentiality or similar agreement or Merger Agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less Permitted Withdrawals, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable), nor will it apply to any claims under Colombier’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act; and

•        the fact that the Sponsor and Colombier’s officers and directors may benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to stockholders rather than liquidate.

In addition to the interests of the Colombier Insiders in the Business Combination, Colombier stockholders should be aware that the IPO Underwriter, B. Riley and CF&CO may have financial interests that are different from, or in addition to, the interests of Colombier stockholders, including the fact that:

•        the IPO Underwriter is entitled to deferred underwriting fees in the amount of $0.35 per Unit, or $6,037,500, pursuant to the Underwriting Agreement and such fees (a portion of which the IPO Underwriter and Colombier have agreed may be allocated following Closing of the proposed Business Combination with PSQ to satisfy of a portion of the fees payable to CF&CO pursuant to the CF&CO Engagement Letter) are payable only if Colombier completes an initial business combination;

•        B. Riley, in its capacity as non-exclusive financial advisor to Colombier in connection with the Business Combination, is entitled, pursuant to the B. Riley Engagement Letter, to reimbursement of the B. Riley Reimbursable Expenses up to a total aggregate amount of $150,000 (subject to the Aggregate Legal Reimbursement Cap and certain prior approval requirements, and provided that the B. Riley Engagement Letter is not earlier terminated in accordance with its terms), and such reimbursement is payable only if the Business Combination is consummated; and

•        CF&CO, in its capacity as capital markets advisor to Colombier in connection with the Business Combination, is entitled, pursuant to the CF&CO Engagement Letter, to reimbursement of the CF&CO Reimbursable Expenses up to a total aggregate amount of $150,000 (subject to the Aggregate Legal Reimbursement Cap and certain prior written consent requirements, and provided that the CF&CO Engagement Letter is not earlier terminated in accordance with its terms), and such reimbursement is payable only if the Business Combination is consummated.

These interests may have influenced Colombier’s Board in making their recommendation that you vote in favor of the approval of the Business Combination. The members of the Colombier Board were aware of and considered these interests, among other matters, when they approved the Business Combination and recommended that Colombier stockholders approve the proposals required to effect the Business Combination. The Colombier Board determined that the overall benefits expected to be received by Colombier and its stockholders in the Business Combination outweighed any potential risk created by the conflicts stemming from these interests. In addition, the Colombier Board determined that potentially disparate interests would be mitigated because (i) most of these disparate interests would exist with respect to a business combination by Colombier with any other target business or businesses, (ii) these interests could be adequately disclosed to stockholders in this proxy statement/prospectus, and that stockholders could take them into consideration when deciding whether to vote in favor of the proposals set forth herein and (iii) the Sponsor will hold equity interests in the Combined Company with value that, after the Closing, will be based on the future performance of Combined Company’s stock.

Q:     Did the Colombier Board obtain fairness opinion (or any similar report or appraisal) in determining whether or not to proceed with the Business Combination?

A:     No. The Colombier Board did not obtain a fairness opinion (or any similar report or appraisal) in connection with its determination to approve the Business Combination (including the consideration to be delivered to PSQ Stockholders under the terms of the Merger Agreement). However, Colombier management and the members of the Colombier Board have substantial experience evaluating the financial merits of companies across a variety of industries, including consumer-oriented businesses, and the Board concluded that this experience and background enabled them to make the necessary analyses and determinations regarding the Business Combination and its terms. The factors and information considered by the Colombier Board, as further described under the heading “Colombier Financial Analysis” below, included estimates of the potential addressable market and analyses of certain financial information about guideline public companies and other relevant financial information selected based on their business experience and the professional judgment of Colombier management. The risks related to the Colombier Board not obtaining a fairness opinion or any similar report or appraisal in connection with the determination to approve the Business Combination are further described under the heading “Risks Related to the Business Combination” below, under the subheading “Neither the Colombier Board nor any committee thereof obtained a fairness opinion (or any similar report or appraisal) in determining whether or not to pursue the Business Combination. Consequently, you have no assurance from an independent source that the price Colombier is paying for PSQ is fair to Colombier — and, by extension, its securityholders — from a financial point of view.”

Q:     Why is the NTA Proposal being proposed?

A:     The adoption of the proposed amendments to remove the net asset test limitation from the Current Charter is being proposed in order to facilitate the consummation of the Business Combination, by permitting redemptions by public stockholders even if such redemptions result in Colombier having net tangible assets that are less than $5,000,001. The purpose of the net asset test limitation was initially to ensure that the Colombier Class A Common Stock is not deemed to be a “penny stock” pursuant to Rule 3a51-1 under the Exchange Act. Because the Colombier Class A Common Stock and the Combined Company’s Common Stock would not be deemed to be a “penny stock,” as such securities are or will be listed on a national securities exchange upon the Closing, Colombier is presenting the NTA Proposal to facilitate the consummation of the Business Combination. For more information, see “The NTA Proposal (Proposal No. 1) — Reasons for the Amendments.”

Q:     Are any of the proposals conditioned on one another?

A:     Yes. Each of the Business Combination Proposal, the Charter Proposal, the Incentive Plan Proposal, the ESPP Proposal and the NYSE Proposal is conditioned on one another, and are referred to collectively herein as the “Required Proposals.” The remaining Proposals, consisting of the NTA Proposal, the Advisory Charter Proposals and the Adjournment Proposal are not Required Proposals. Unless the Business Combination Proposal is approved, the other Required Proposals will not be presented to the stockholders of Colombier at the Colombier Special Meeting, because they are conditioned on the approval of the Business Combination Proposal. The Business Combination Proposal and the Advisory Charter Proposals are likewise conditioned on the approval of these Required Proposals. The NTA Proposal is conditioned upon the approval of the Business Combination Proposal. Therefore, if the Business Combination Proposal is not approved, then the NTA Proposal will have no effect, even if approved by Colombier stockholders. In addition, unless the NTA Proposal is approved, the consummation of the Business Combination is conditioned upon, among other things, the net tangible assets condition required in the Current Charter of having $5,000,001 immediately prior to or upon consummation of the Business Combination. The approval of the Business Combination Proposal and the other Required Proposals are preconditions to the consummation of the Business Combination. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

It is important for you to note that if the Required Proposals (consisting of the Business Combination Proposal, the Charter Proposal, the Incentive Plan Proposal, the ESPP Proposal and the NYSE Proposal) do not receive the requisite vote for approval, Colombier will not consummate the Business Combination. If Colombier does not consummate the Business Combination and fails to complete an initial business combination by September 11, 2023 (or such other date as approved by the Colombier stockholders), Colombier will be required, in accordance with the Current Charter, to dissolve and liquidate its Trust Account by returning the then-remaining funds in such account (less Permitted Withdrawals) to its public stockholders. If Colombier’s initial business combination is not consummated by September 11, 2023, then Colombier’s existence will terminate, and Colombier will distribute amounts in the Trust Account as provided in Colombier’s Current Charter.

Q:     When and where will the Colombier Special Meeting take place?

A:     The Colombier Special Meeting will be held on [•], 2023 at [•] a.m. Eastern Time, via live audio webcast or such other date, time and place to which such meeting may be adjourned or postponed, to consider and vote upon the proposals.

Q:     What will happen in the Business Combination?

A:     At the Effective Time, Merger Sub will merge with and into PSQ, with PSQ surviving such Merger, as a result of which PSQ Stockholders (except those who properly exercise appraisal or dissenters rights under applicable law) will receive newly issued shares of Class A Common Stock or Class C Common Stock, as applicable. For details and more information please see the sections entitled “Business Combination Proposal (Proposal 2) — the Merger Agreement — Consideration to PSQ Stockholders in the Merger.” Upon consummation of the Business Combination, PSQ will become a wholly-owned subsidiary of Colombier. After the Closing of the Business Combination, the cash held in the Trust Account will be released from the Trust Account and used to pay each of Colombier’s and PSQ’s Transaction Expenses due as of the Closing, and for Permitted Withdrawals and general corporate purposes. A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A.

Q:     What equity stake will current Colombier stockholders and PSQ Stockholders hold in the Combined Company immediately after the Closing?

A:     Upon consummation of the Business Combination (assuming, among other things, that no Public Stockholders exercise redemption rights in connection with the Closing and the other assumptions described under the section with the heading “Frequently Used Terms — Share Calculations and Ownership Percentages”), (i) Colombier’s public stockholders are expected to own approximately 41.5% of the outstanding Combined Company Common Stock, (ii) the Sponsor is expected to own approximately 10.4% of the outstanding Combined Company Common Stock, and (iii) the PSQ Stockholders are expected to own approximately 48.1% of the Combined Company Common Stock. It is anticipated that upon completion of the Business Combination, as a result of the Combined Company’s dual class common stock structure, Colombier public stockholders would retain voting power of approximately 22.5% in the Combined Company, the Sponsor would retain voting power of approximately 5.6% of the Combined Company, the PSQ Stockholders holding shares of the Combined Company’s Class A Common Stock would have voting power of approximately 21.9% of the Combined Company and Mr. Seifert, as the holder of all of the outstanding shares of the Combined Company’s Class C Common Stock, would have voting power of approximately 50.1% of the Combined Company (such that all of the PSQ Stockholders together would have voting power of approximately 71.9% of the Combined Company).

These percentages assume, among other assumptions, that at, or in connection with, the Closing, (i) no Public Stockholders exercise their redemption rights in connection with the Business Combination, and (ii) an aggregate of shares of Combined Company Common Stock are issued to former stockholders of PSQ in accordance with the Merger Agreement. If actual facts are different from these assumptions, the percentage ownership retained by the Colombier stockholders and PSQ Stockholders in the Combined Company, and associated voting power, will be different.

If any of Colombier’s public stockholders exercise redemption rights in connection with the Closing, the percentage of the outstanding Combined Company’s Common Stock and voting power held by Colombier’s public stockholders will decrease and the percentages of the outstanding Combined Company’s Common Stock and voting power held by the Sponsor and by the PSQ Stockholders will increase, in each case, relative to the percentage held if none of the shares of Colombier Class A Common Stock are redeemed.

If any of Colombier’s public stockholders as of May 19, 2023 redeem their Public Shares at Closing in accordance with the Current Charter but continue to hold Public Warrants after the Closing, the aggregate value of the Public Warrants that may be retained by them, based on the closing trading price per Public Warrant of $0.2205 as of May 19, 2023 would be approximately $1.26 million, regardless of the number of shares redeemed by Public Stockholders. Upon the issuance of the Combined Company Common Stock in connection with the Business Combination, the percentage ownership of the Combined Company by Colombier’s public stockholders who do not redeem their Public Shares will be diluted. Colombier public stockholders that do not redeem their Public Shares in connection with the Business Combination will experience further dilution upon the exercise of Public Warrants that are retained after the Closing by redeeming Colombier public stockholders. The percentage of the total number of outstanding shares of Combined Company Common Stock that will be owned by Colombier public stockholders as a group will vary based on the number of Public Shares for which the holders thereof elect to have redeemed in connection with the Business Combination.

The following table illustrates varying ownership levels of the Combined Company immediately following the Business Combination:

The foregoing tables do not reflect the impact of any other equity issuances on the beneficial ownership levels of the Combined Company, such as:

•        the issuance of the Earnout Shares, as such issuance will not occur, if at all, until after the Closing;

•        equity grants made pursuant to, or share reserves established at or after Closing in connection with, the Incentive Plan or the ESPP; or

•        any PIPE (private investment in public equity), convertible notes or any other dilutive financing sources, other than the PSQ Convertible Debt Notes, as the Combined Company has no commitments for such financings at this time.

All of the relative percentages above are for illustrative purposes only and are based upon certain assumptions as described in the section entitled “Frequently Used Terms — Share Calculations and Ownership Percentages” and, with respect to the determination of the “contractual maximum redemptions,” the section entitled “Unaudited Pro Forma Condensed Combined Financial Statements.” Should one or more of the assumptions prove incorrect, actual ownership percentages may vary materially from those described in this proxy statement/prospectus as anticipated, believed, estimated, expected or intended. See “Unaudited Pro Forma Condensed Combined Financial Information.”

Q:     Will PSQ’s Stockholders or any other person be entitled to any earnout in connection with the Business Combination?

A:     In addition to PSQ Stockholders’ rights to receive Class A Common Stock or Class C Common Stock, as applicable, in the Merger, Participating Equityholders will be entitled to receive up to 3,000,000 shares of Class A Common Stock in the event certain metrics are satisfied during the period commencing at the Effective Time and ending on the fifth anniversary of the Closing Date (the “Earnout Period”). Specifically, Earnout Shares will be earned if one or more of the three triggering events described below occurs:

•        in the event that, and upon the date during the Earnout Period on which, the volume-weighted average trading price of Class A Common Stock quoted on the NYSE (or such other exchange on which the shares of Class A Common Stock are then listed) for any twenty (20) trading days within any thirty (30) consecutive trading day period (the “Earnout Trading Price”) is greater than or equal to $12.50, the Participating Equityholders will be entitled to receive an aggregate of 1,000,000 Earnout Shares;

•        in the event that, and upon the date during the Earnout Period on which, the Earnout Trading Price is greater than or equal to $15.00, the Participating Equityholders will be entitled to receive an aggregate of 1,000,000 additional Earnout Shares; and

•        in the event that, and upon the date during the Earnout Period on which, the Earnout Trading Price is greater than or equal to $17.50, the Participating Equityholders will be entitled to receive an aggregate of 1,000,000 additional Earnout Shares.

If, during the Earnout Period, there is a change of control of the Combined Company pursuant to which the Combined Company or its stockholders have the right to receive consideration implying a value per share of Class A Common Stock equaling or exceeding the Earnout Trading Price underlying one or more of the triggering events described above, then, immediately prior to the consummation of such change of control, (i) to the extent the relevant triggering event has not previously occurred, such relevant triggering event shall be deemed to have occurred and (ii) each Participating Equityholder shall be entitled to receive its pro rata share of the applicable number of Earnout Shares to be issued based on the deemed occurrence of the applicable triggering event(s).

The Combined Company’s obligation to issue Earnout Shares to a Deemed Equity Holder shall, in accordance with the terms of the Merger Agreement, be satisfied by the issuance of an equity award to the Deemed Equity Holder from the Earnout Subpool (as defined under the heading “The Incentive Plan Proposal (Proposal 8)” below, under the subheading “Description of the Incentive Plan”) in the Incentive Plan (each such award, an “Earnout Equity Award”), which Earnout Equity Award will be made no earlier than as soon as practicable following the applicable Triggering Event, will be subject to the terms of the Incentive Plan and may be in the form, including an award of fully-vested stock, and subject to any terms and conditions, as the Combined Company Board shall determine at the time of grant.

If the conditions for payment of the Earnout Shares are satisfied and all originally designated Deemed Equity Holders are then still providing services to the Combined Company, 10% of the aggregate Earnout Shares will be payable among the PSQ Stockholders in accordance with their respective pro rata shares of the total number of shares of PSQ Common Stock as of immediately prior to the Closing, and 90% of the aggregate Earnout Shares will be allocated among the Deemed Equity Holders as Earnout Equity Awards, provided they are then still providing services to the Combined Company.

If any Deemed Equity Holder ceases providing services to the Combined Company prior to the occurrence of any Triggering Event(s) (or an earlier change of control of the Combined Company), such Deemed Equity Holder will forfeit his or her right to receive any Earnout Shares relating to such individual’s status as a Deemed Equity Holder for such future Triggering Event(s) (or earlier change in control), with the result that any subsequently earned Earnout Shares shall be distributed, in accordance with their respective pro rata shares, among the remaining Participating Equityholders.

Q:     What is the expected impact on the ownership and voting control of the Combined Company after the Closing of the dual-class voting structure incorporated in the Proposed Charter, including on the voting power of Colombier public stockholders after the Closing?

A:     It is anticipated that upon completion of the Business Combination, assuming no redemptions by Colombier public stockholders, and incorporating the other assumptions set forth under the heading “Share Calculations and Ownership Percentages” and described and incorporated in the “Unaudited Pro Forma Condensed Combined Financial Information” (though actual facts as of the Closing are likely to be different from these assumptions), the Colombier public stockholders would retain an ownership interest of approximately 41.5% in the Combined Company, the Sponsor will retain an ownership interest of approximately 10.4% of the Combined Company and the PSQ Stockholders will have ownership of approximately 48.1% of the Combined Company. It is also anticipated that, as a result of the Combined Company’s dual class stock structure, upon completion of the Business Combination, Colombier public stockholders would retain voting power of approximately 22.5% in the Combined Company, the Sponsor would retain voting power of approximately 5.6% of the Combined Company, the PSQ Stockholders holding shares of the Combined Company’s Class A Common Stock would have voting power of approximately 21.9% of the Combined Company and Mr. Seifert, as the holder of all of the outstanding shares of the Combined Company’s Class C Common Stock, would have voting power of approximately 50.1%

of the Combined Company (such that all of the former PSQ Stockholders together would have voting power of approximately 71.9% of the Combined Company and all holders of the Combined Company’s Class A Common Stock together would have voting power of approximately 48.1% of the Combined Company).

The concentrated control resulting from the Combined Company’s dual class multiple voting structure incorporated in the Proposed Charter may limit or preclude Colombier public stockholders’ ability to influence corporate matters with respect to the Combined Company after the Closing for the foreseeable future, including the election of directors, amendments of the Combined Company’s organizational documents and any merger, consolidation, sale of all or substantially all of our assets or other major corporate transactions requiring stockholder approval. In addition, this concentrated control may prevent or discourage unsolicited acquisition proposals or offers for Combined Company capital stock that Colombier stockholders may believe are in your best interest as a stockholder of the Combined Company. As a result, such concentrated control may adversely affect the market price of the Combined Company’s Class A Common Stock.

Q:     How many votes per share is each class of the Combined Company’s Common Stock entitled to pursuant to the Proposed Charter?

A:     Upon the Closing, voting for each class of the Combined Company’s Common Stock will be as follows:

•        each holder of record of Class A Common Stock will be entitled to one vote for each share of Class A Common Stock held of record by such holder on all matters on which stockholders are generally entitled to vote; and

•        each holder of record of Class C Common Stock will be entitled to a number of votes (rounded up to the nearest whole number) per share of Class C Common Stock held of record by such holder as of the applicable record date equal to (i) (x) the total number of shares of Class A Common Stock entitled to vote on such matter as of the applicable record date, plus (y) one hundred (100); divided by (ii) the total number of shares of Class C Common Stock issued and outstanding as of the applicable record date on all matters on which stockholders are generally entitled to vote.

Given that, immediately following the Closing, the PSQ Founder, is expected to be the sole holder of all outstanding shares of the Combined Company’s Class C Common Stock, and all of the Combined Company stockholders other than the PSQ Founder, including all of the former PSQ Stockholders other than the PSQ Founder, the Colombier public stockholders that do not redeem their shares prior to consummation of the Business Combination and the Sponsor, will hold Class A Common Stock after the Closing Date, the PSQ Founder will possess approximately 50.1% to 53.1% of the voting power of the Combined Company, depending on the number of outstanding shares of Class A Common Stock and Class C Common Stock as of such time, which in turn primarily depends on the number of shares of Colombier Class A Common Stock that are redeemed by the Colombier public stockholders. As a result, so long as the PSQ Founder continues to hold the Combined Company Class C Common Stock, the PSQ Founder will control most matters to be voted upon by the stockholders of the Combined Company.

Q:     What conditions must be satisfied to complete the Business Combination?

A:     In addition to the Required Proposals, there are a number of closing conditions in the Merger Agreement, including the approval of the Business Combination by the PSQ Stockholders. For a summary of the conditions that must be satisfied or waived prior to the Closing of the Business Combination, see the section titled “The Business Combination Proposal (Proposal 2) — The Merger Agreement” and “Summary of the Proxy Statement/Prospectus The Proposals — The Business Combination Proposal (Proposal 2) — Conditions to Closing.”

Q:     Why is Colombier providing stockholders with the opportunity to vote on the Business Combination?

A:     Under the Current Charter, Colombier must provide all holders of its Public Shares with the opportunity to have their Public Shares redeemed upon the consummation of Colombier’s initial business combination either in conjunction with a tender offer or in conjunction with a stockholder vote. For business and other reasons, Colombier has elected to provide its stockholders with the opportunity to have their Public Shares redeemed

in connection with a stockholder vote rather than a tender offer. Therefore, Colombier is seeking to obtain the approval of its stockholders of the Business Combination Proposal in order to allow its public stockholders to effectuate redemptions of their Public Shares in connection with the Closing of the Business Combination.

Q:     How many votes do I have at the Colombier Special Meeting?

A:      Colombier stockholders are entitled to one vote at the Colombier Special Meeting for each share of Colombier Common. Subject to the discussion set forth in this proxy statement/prospectus, holders of Colombier Class A Common Stock and Colombier Class B Common Stock will vote together as a single class on all Proposals, other than the Charter Proposal (on which both (i) the holders of the Colombier Class A Common Stock will vote separately as a single class and the holders of the Colombier Class B Common Stock will vote separately as a single class and (ii) the holders of the Colombier Class A Common Stock and Colombier Class B Common Stock will vote together as a single class). As of the close of business on the Record Date, there were 4,312,500 outstanding shares of Colombier Class B Common Stock and 17,250,000 outstanding shares of Colombier Class A Common Stock.

Q:     What vote is required to approve the Proposals presented at the Colombier Special Meeting?

A:     The approval of the NTA Proposal requires the affirmative vote of holders of sixty-five percent (65%) of the issued and outstanding shares of Colombier Common Stock as of the Record Date, voting as a single class, and the approval of the Charter Proposal requires the affirmative vote of holders of (i) at least a majority of the issued and outstanding shares of Colombier Common Stock as of the Record Date, voting as a single class, (ii) at least a majority of the issued and outstanding shares of Colombier Class A Common Stock as of the Record Date, voting as a separate class and (iii) at least a majority of the issued and outstanding shares of Colombier Class B Common Stock as of the Record Date, voting as a separate class. Accordingly, a Colombier stockholder’s failure to vote by proxy or to vote in person at the Colombier Special Meeting, or an abstention (if a valid quorum is established for the meeting), will have the same effect as a vote “AGAINST” the NTA Proposal and the Charter Proposal. Approval of the Charter Proposal is a condition to the approval of the Business Combination.

The approval of the Business Combination Proposal requires the affirmative vote of holders of a majority of the shares of the Colombier Common Stock that are voted at the Colombier Meeting, voting together as a single class. Accordingly, a Colombier stockholder’s failure to vote by proxy or to vote virtually in person at the Colombier Special Meeting on any of the Proposals (including by abstaining on each of the Proposals) will have no effect on the outcome of the Business Combination Proposal. However, if a Colombier stockholder votes any shares by proxy or virtually in person at the Colombier Special Meeting on any of the other Proposals, the failure to vote such shares on the Business Combination Proposal (including by abstaining on the Business Combination Proposal) will have the same effect as a vote “AGAINST” the Business Combination Proposal.

Assuming a quorum is present, the approval of the each of the Advisory Charter Proposals, the NYSE Proposal, the Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal each require a majority of the votes cast by the holders of the shares of Colombier Common Stock represented in person online or by proxy and entitled to vote thereon at the Colombier Special Meeting, voting together as a single class. A Colombier stockholder’s failure to vote by proxy or to vote in person online at the Colombier Special Meeting will not be counted towards the number of shares of Colombier Common Stock required to validly establish a quorum, and if a valid quorum is otherwise established, it will have no effect on the outcome of the vote on the NYSE Proposal, the Incentive Plan Proposal, the ESPP Proposal or the Adjournment Proposal. Assuming a quorum is present, an abstention on the Advisory Charter Proposals, the NYSE Proposal, the Incentive Plan Proposal, or the ESPP Proposal will have no effect on the outcome of the vote on such Proposal. An abstention will be deemed present and count towards the establishment of a quorum.

If the Business Combination Proposal is not approved, the other Required Proposals will not be presented to the Colombier stockholders for a vote, although the Adjournment Proposal may be presented. The NTA Proposal is conditioned upon the approval of the Business Combination Proposal. Therefore, if the Business Combination Proposal is not approved, then the NTA Proposal will have no effect, even if approved by Colombier stockholders. The approval of the Business Combination Proposal and the other Required Proposals are preconditions to the consummation of the Business Combination.

The Sponsor and Colombier’s directors and officers have agreed to vote their shares in favor of the Business Combination and the Merger, including the Business Combination Proposal and the other Proposals.

Q:     What constitutes a quorum at the Colombier Special Meeting?

A:     A quorum will be present at the Colombier Special Meeting if a majority of the shares of Colombier Common Stock issued and outstanding and entitled to vote at the Colombier Special Meeting is represented in person online or by proxy at the Colombier Special Meeting, except that the presence, in person online or by proxy, of the holders of both (i) a majority of the outstanding shares of Colombier Class A Common Stock entitled to vote at the Colombier Special Meeting, and (ii) a majority of the outstanding shares of Colombier Class B Common Stock entitled to vote at the Colombier Special Meeting is also required for a quorum to be present with respect to the Charter Proposal. In the absence of a quorum, the chairman of the meeting has the power to adjourn the Colombier Special Meeting. As of the Record Date, 10,781,251 shares of Colombier Common Stock would be required to achieve a quorum.

Q:     May the Sponsor or Colombier’s directors, officers, advisors or their affiliates purchase shares in connection with the Business Combination?

A:     In connection with the stockholder vote to approve the proposed Business Combination, the Sponsor, or Colombier’s directors, officers or advisors or their respective affiliates may privately negotiate transactions to purchase shares from stockholders who would have otherwise elected to have their shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules for a per-share pro rata portion of the Trust Account. None of Colombier’s Sponsor or the other members of the Sponsor, directors, officers or advisors or their respective affiliates will make any such purchases when they are in possession of any material non-public information not disclosed to the seller or during a restricted period under Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such a purchase would include a contractual acknowledgement that such stockholder, although still the record holder of Colombier’s shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights, and could include a contractual provision that directs such stockholder to vote such shares in a manner directed by the purchaser. In the event that the Sponsor or any other member of the Sponsor or Colombier’s directors, officers or advisors or their respective affiliates purchase shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. Any such privately negotiated purchases may be transacted at purchase prices that are below or in excess of the per-share pro rata portion of the Trust Account.

Q:     How will the Sponsor and the directors and officers of Colombier vote?

A:     The Insiders each entered into the Insider Letter, pursuant to which they have agreed to vote their Colombier Sponsor Shares and any Public Shares purchased during or after Colombier’s IPO (including in open market and privately negotiated transactions) in favor of the Business Combination, including each of the Proposals. Accordingly, because of the Insider Letter, it is more likely that the necessary stockholder approval for the Proposals will be received.

Q:     What interests do PSQ’s current officers and directors have in the Business Combination?

A:     Members of the PSQ Board and PSQ’s executive officers have interests in the Business Combination that may be different from or in addition to (and which may conflict with) your interests. These interests include, among others, upon consummation of the Business Combination:

•        Certain members of the PSQ Board are expected to serve as members of the Combined Company Board;

•        Certain of PSQ’s executive officers will enter into employment agreements with the Combined Company in connection with the Business Combination;

•        Certain members of the PSQ Board and executive officers (i) hold equity interests in PSQ, which will be converted into the right to receive equity interests in the Combined Company in connection with the Business Combination and/or (ii) have been designated as Deemed Equity Holders who may be entitled to receive Earnout Equity Awards in the event that the Earnout Shares are earned in accordance with the terms of the Merger Agreement; and

•        The PSQ Founder is expected, as a result of his ownership, immediately after the Closing, of all of the outstanding shares of the Combined Company’s Class C Common Stock, each share of which, pursuant to the terms of the Proposed Charter, provides the holder thereof with such number of votes on any matter submitted

Closing conditions. The Merger Agreement may be terminated by Colombier and/or PSQ if the Closing has not occurred by September 11, 2023, or an applicable later date (which shall not be later than December 31, 2023) if extended pursuant to the Merger Agreement (the “Outside Date”).

For a description of the conditions to the completion of the Business Combination, see the section titled “The Business Combination Proposal (Proposal 2).”

Q:     What do I need to do now?

A:     You are urged to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the Business Combination will affect you as a stockholder. You should then submit a proxy to vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, submit your voting instructions on the voting instruction form provided by the broker, bank or nominee.

Q:     How do I vote?

A:     If you are a stockholder of record of Colombier as of [•], 2023, the Record Date, you may submit your proxy before the Colombier Special Meeting in any of the following ways, if available:

•        use the toll-free number shown on your proxy card;

•        visit the website shown on your proxy card to vote via the internet; or

•        complete, sign, date and return the enclosed proxy card in the enclosed postage-paid envelope.

Stockholders who choose to participate in the Colombier Special Meeting can vote their shares electronically during the meeting via live audio webcast by visiting www.cstproxy.com/[•]. You will need the control number that is printed on your proxy card to enter the Colombier Special Meeting. Colombier recommends that you log in at least 15 minutes before the meeting to ensure you are logged in when the Colombier Special Meeting starts.

If your shares are held in “street name” through a broker, bank or other nominee, your broker, bank or other nominee will send you separate instructions describing the procedure for voting your shares. “Street name” stockholders who wish to vote at the Colombier Special Meeting will need to obtain a proxy form from their broker, bank or other nominee.

Q:     What will happen if I abstain from voting or fail to vote at the Colombier Special Meeting?

A:      At the Colombier Special Meeting, Colombier will count a properly executed proxy marked “ABSTAIN” with respect to a particular proposal as present for purposes of determining whether a quorum is present. Abstentions will have the same effect as a vote “AGAINST” the NTA Proposal and the Charter Proposal. If a Colombier stockholder abstains on the Business Combination Proposal, but votes on one or more of the other Proposals brought before the Colombier Special Meeting, such abstention will have the same effect as a vote “AGAINST” the Business Combination Proposal. However, if a Colombier stockholder abstains on the Business Combination Proposal with respect to any shares, and abstains (or otherwise refrains from voting) with respect to such shares on each of the other Proposals, such abstention on the Business Combination Proposal will have no effect on the outcome of the Business Combination Proposal. Assuming a quorum is present, abstentions will have no effect on the other Proposals.

Each of the Advisory Charter Proposal, Incentive Plan Proposal, ESPP Proposal, and Business Combination Proposal is non-discretionary and, as a result, Colombier does not expect there to be any broker non-votes for these proposals at the Colombier Special Meeting. If you are a beneficial owner of shares held though a bank, broker or other nominee and fail to provide voting instructions with respect to the shares or obtain a proxy to vote the shares at the Colombier Special Meeting from the record holder, such shares will not be counted as present for the purposes of establishing a quorum and, assuming a quorum is present, your failure to do so will have no effect on the outcome of any of such Proposals (other than the NTA Proposal and the Charter Proposal, for which such failure will have the same effect as a vote “AGAINST” these Proposals). Colombier expects that the Adjournment Proposal will be treated as a routine matter, which means that your broker or other nominee will have discretionary authority to vote your shares held in street name on this matter. Accordingly, if you do not instruct your broker or nominee to vote your shares, the broker or other nominee may either (a) vote your shares on routine matters, or (b) leave your shares unvoted altogether. If the proposals are treated as routine matters as expected, broker non-votes should not occur with respect to these matters in connection with the Colombier Special Meeting.

Q:     What will happen if I sign and return my proxy card without indicating how I wish to vote?

A:     Signed and dated proxies received by Colombier without an indication of how the stockholder intends to vote on a proposal will be voted “FOR” each proposal presented to the stockholders. The proxy holders may use their discretion to vote on any other matters which properly come before the Colombier Special Meeting.

Q:     If I am not going to attend the Colombier Special Meeting virtually in person, should I return my proxy card instead?

A:     Yes. Whether or not you plan to attend the Colombier Special Meeting, please read this proxy statement/prospectus carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

Q:     If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A:     No. Under the rules of various national and regional securities exchanges, your broker, bank or nominee cannot vote your shares with respect to non-routine matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. Each of the Advisory Charter Proposal, Incentive Plan Proposal, ESPP Proposal, and Business Combination Proposal is non-discretionary. Colombier believes the Proposals presented to the stockholders will be considered non-routine and therefore your broker, bank or nominee cannot vote your shares without your instruction on any of the Proposals presented at the Colombier Special Meeting. Your bank, broker or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide. However, Colombier expects that the Adjournment Proposal will be treated as a routine proposal. Accordingly, your broker, bank or nominee may vote your shares with respect to such proposal without receiving voting instructions.

Q:     May I change my vote after I have mailed my signed proxy card?

A:     Yes. If you are a holder of record of Colombier Common Stock as of the close of business on the Record Date, and submit a proxy by mail or otherwise, you can change your vote or revoke your proxy before it is voted at the Colombier Special Meeting by sending a later-dated, signed proxy card to Colombier’s secretary at the address listed below so that it is received by Colombier’s secretary prior to the Colombier Special Meeting or attend the Colombier Special Meeting in person online and vote (although attending the Colombier Special Meeting will not, by itself, revoke a proxy). You also may revoke your proxy by sending a notice of revocation to Colombier’s secretary, which must be received by Colombier’s secretary prior to the Colombier Special Meeting. If you are a beneficial owner of Colombier Common Stock as of the close of business on the Record Date, you must follow the instructions of your broker, bank or other nominee to revoke or change your voting instructions.

Q:     What should I do if I receive more than one set of voting materials?

A:     You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

Q:     Who will solicit and pay the cost of soliciting proxies?

A:     Colombier will pay the cost of soliciting proxies for the Colombier Special Meeting. Colombier has engaged Morrow Sodali LLC, which we refer to as “Morrow,” to assist in the solicitation of proxies for the Colombier Special Meeting. Colombier has agreed to pay Morrow a fee of $30,000, plus disbursements of its expenses in connection with the services relating to the Colombier Special Meeting. Colombier will reimburse Morrow for reasonable out-of-pocket expenses and will indemnify Morrow and its affiliates against certain claims, liabilities, losses, damages and expenses. Colombier will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of Colombier Common Stock for their expenses in forwarding

soliciting materials to beneficial owners of the Colombier Common Stock and in obtaining voting instructions from those owners. Colombier’s directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the internet or in person online. They will not be paid any additional amounts for soliciting proxies.

Q:     Who can help answer my questions?

A:     If you have questions about the proposals or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card you should contact our proxy solicitor at:

Morrow Sodali LLC

333 Ludlow Street, 5th Floor, South Tower

Stamford, CT 06902

Tel: (800) 662-5200 (toll-free) or

(203) 658-9400 (banks and brokers can call collect)

Email: CLBR.info@investor.morrowsodali.com

To obtain timely delivery, Colombier stockholders must request the materials no later than [•], 2023.

You may also obtain additional information about Colombier from documents filed with the SEC by following the instructions in the section titled “Where You Can Find More Information.”

If you intend to seek redemption of your Public Shares, you will need to send a letter demanding redemption and deliver your stock (either physically or electronically) to Colombier’s transfer agent prior to the Colombier Special Meeting in accordance with the procedures detailed under the question “How do I exercise my redemption rights?” If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
Attention: Mark Zimkind
E-mail: mzimkind@continentalstock.com

RISK FACTORS

You should carefully consider all the following risk factors, together with all of the other information included or incorporated by reference in this proxy statement/prospectus, including the financial information, before deciding whether or how to vote or instruct your vote to be cast to approve the Proposals described in this proxy statement/prospectus.

The value of your investment following consummation of the Business Combination will be subject to significant risks affecting, among other things, the Combined Company’s business, financial condition or results of operations. If any of the events described below occur, the Combined Company’s post-Business Combination business and financial results could be adversely affected in material respects. This could result in a decline, which may be significant, in the trading price of the Combined Company’s securities and you therefore may lose all or part of your investment. The risk factors described below are not necessarily exhaustive and you are encouraged to perform your own investigation with respect to the businesses of Colombier and PSQ. Any reference in this “Risk Factors” section to the “surviving entity” shall mean the Combined Company.

Risks Related to the Business Combination

The ability of Colombier stockholders to exercise redemption rights with respect to a large number of Public Shares or other factors may not allow Colombier to complete the Business Combination or optimize its capital structure.

If the NTA Proposal is not approved by the Colombier stockholders, or if a larger number of shares are submitted for redemption than Colombier currently expects and such redemptions or other conditions are determined to result in a failure to satisfy the net tangible asset requirement set forth in Colombier’s Current Charter or the Minimum Cash Condition, Colombier may need to seek to restructure the transaction to reserve a greater portion of the cash in the Trust Account or arrange for third-party financing. Third-party financing may not be available to Colombier. Furthermore, raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels.

If the Business Combination is unsuccessful, you would not receive your pro rata portion of the Trust Account until Colombier liquidates the Trust Account or consummates an alternative initial business combination or upon the occurrence of an Extension or certain other corporation actions as set forth in the Current Charter. If you are in need of immediate liquidity, you could attempt to sell your stock in the open market; however, at such time Colombier’s stock may trade at a discount to the pro rata amount per share in the Trust Account or there may be limited market demand at such time. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with Colombier’s redemption until Colombier liquidates, consummates an alternative initial business combination, effectuates an Extension or takes certain other actions set forth in the Current Charter or you are able to sell your stock in the open market.

You may be unable to ascertain the merits or risks of PSQ’s operations.

If the Business Combination is consummated, the Combined Company will be affected by numerous risks inherent in the lines of business that PSQ expects to pursue. Although Colombier’s management has endeavored to evaluate the risks inherent in the proposed Business Combination with PSQ, Colombier cannot assure you that it can adequately ascertain or assess all of the significant risk factors. Furthermore, some of these risks may be outside of Colombier’s control. Colombier also cannot assure you that an investment in Colombier’s securities will not ultimately prove to be less favorable to investors in Colombier than a direct investment, if an opportunity were available, in PSQ. In addition, if Colombier stockholders do not believe that the prospects for the Business Combination are promising, a greater number of stockholders may exercise their redemption rights, which may make it difficult for Colombier to consummate the Business Combination.

There is no assurance that Colombier’s diligence will reveal all material risks that may be present with regard to PSQ. Subsequent to the completion of the Business Combination, the Combined Company may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition and its share price, which could cause you to lose some or all of your investment.

Colombier cannot assure you that the due diligence Colombier has conducted on PSQ will reveal all material issues that may be present with regard to PSQ, or that it would be possible to uncover all material issues through a customary amount of due diligence or that risks outside of Colombier’s control will not later arise. PSQ is aware that Colombier must complete an initial business combination by September 11, 2023. Consequently, PSQ may have obtained leverage over Colombier, knowing that if Colombier does not complete the Business Combination, Colombier may be unlikely to be able to complete an initial business combination with any other target business prior to such deadline.

The unaudited pro forma financial information included in the section entitled “Unaudited Pro Forma Condensed Combined Financial Statements” may not be representative of the Combined Company’s results if the Business Combination is consummated and, accordingly, you will have limited financial information on which to evaluate the financial performance of the Combined Company and your investment decision.

Colombier and PSQ currently operate as separate companies. Colombier has had no prior history as an operating company and its operations have not previously been managed on a combined basis. The pro forma financial information is presented for informational purposes only and is not necessarily indicative of the financial position or results of operations that would have actually occurred had the Business Combination been completed at or as of the dates indicated, nor is it indicative of the future operating results or financial position of the Combined Company. The pro forma statement of operations does not reflect future nonrecurring charges resulting from the Business Combination. The unaudited pro forma financial information does not reflect future events that may occur after the Business Combination and does not consider potential impacts of current market conditions on revenues or expenses. The pro forma financial information included in the section entitled “Unaudited Pro Forma Condensed Combined Financial Statements” has been derived from Colombier’s and PSQ’s historical financial statements and certain adjustments and assumptions have been made regarding the Combined Company after giving effect to the Business Combination. Differences between preliminary estimates in the pro forma financial information and the final acquisition accounting will occur and could have an adverse impact on the pro forma financial information and the Combined Company’s financial position and future results of operations.

In addition, the assumptions used in preparing the pro forma financial information may not prove to be accurate and other factors may affect the Combined Company’s financial condition or results of operations following the Closing. Any potential decline in the Combined Company’s financial condition or results of operations may cause significant variations in the stock price of the Combined Company.

Colombier may issue preferred stock or additional shares of common stock to complete the Business Combination, which would dilute the interest of Colombier stockholders and likely present other risks.

The Current Charter authorizes the issuance of up to 80,000,000 shares of Colombier Class A Common Stock, 20,000,000 shares of Colombier Class B Common Stock, and 1,000,000 shares of Colombier Preferred Stock. There are currently 62,750,000 authorized but unissued shares of Colombier Class A Common Stock available for issuance, which amount does not take into account shares reserved for issuance upon exercise of outstanding warrants. There are currently 15,687,500 authorized but unissued shares of Colombier Class B Common Stock available for issuance. There are currently no shares of Colombier Preferred Stock issued and outstanding.

Colombier may issue preferred stock or a substantial number of additional shares of common stock to complete the initial Business Combination or under an employee incentive plan after completion of the Business Combination. However, the Current Charter provides, among other things, that prior to Colombier’s initial business combination, Colombier may not issue additional shares of capital stock that would entitle the holders thereof to (i) receive funds from the Trust Account or (ii) vote on any initial business combination. These provisions of the Current Charter, like all other provisions thereof, may be amended with a stockholder vote. Colombier’s executive officers and directors have agreed, pursuant to a written agreement with Colombier, that they will not propose any amendment to the Current Charter that would affect the substance or timing of Colombier’s obligation to redeem 100% of its Public Shares if Colombier does not complete the initial business combination by September 11, 2023 (or such other date as approved by the Colombier stockholders), unless Colombier provides its public stockholders with the opportunity to redeem their shares of Colombier Class A Common Stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of Permitted Withdrawals), divided by the number of then outstanding public shares. The issuance of additional shares of common or preferred stock:

•        may significantly dilute the equity interest of existing investors;

•        may subordinate the rights of holders of common stock if preferred stock is issued with rights senior to those afforded the Colombier Common Stock;

•        could cause a change of control if a substantial number of common stock is issued, which may affect, among other things, Colombier’s ability to use its net operating loss carry forwards, if any, and could result in the resignation or removal of Colombier’s present officers and directors; and

•        may adversely affect prevailing market prices for Colombier’s Units, Public Shares, and/or Warrants.

Neither the Colombier Board nor any committee thereof obtained a fairness opinion (or any similar report or appraisal) in determining whether or not to pursue the Business Combination. Consequently, you have no assurance from an independent source that the price Colombier is paying for PSQ is fair to Colombier — and, by extension, its securityholders — from a financial point of view.

Neither the Colombier Board nor any committee thereof is required to obtain an opinion (or any similar report) from an independent investment banking or accounting firm that the price that Colombier is paying for PSQ in the Business Combination is fair to Colombier from a financial point of view. In analyzing the Business Combination, the Colombier Board reviewed summaries of due diligence results and financial analyses prepared by Colombier management. The Colombier Board also consulted with legal counsel and with Colombier management and considered a number of factors, uncertainty and risks, including, but not limited to, those discussed under “The Business Combination Proposal — Colombier Board’s Reasons for the Approval of the Business Combination,” and concluded that the business combination was in the best interest of Colombier Stockholders. The Colombier Board believes that because of the professional experience and background of its directors, it was qualified to conclude that the Business Combination was fair from a financial perspective to its stockholders and that PSQ’s fair market value was at least 80% of the value of the Trust Account (excluding the deferred underwriting discount and Permitted Withdrawals). Accordingly, investors will be relying solely on the judgment of the Colombier Board in valuing PSQ, and the Colombier Board may not have properly valued such businesses. As a result, the terms may not be fair from a financial point of view to the public stockholders of Colombier. The lack of a fairness opinion (or any similar report or appraisal) may also lead an increased number of Colombier Stockholders to vote against the Business Combination or demand redemption of their shares of Colombier, which could potentially impact Colombier’s ability to consummate the Business Combination. For information about the standards used by the Colombier Board in evaluating the Merger Agreement and proposed Business Combination with PSQ, as further described under the heading “Colombier Financial Analysis”.

PSQ’s limited operating history and early stage of development make it difficult to evaluate PSQ’s prospects and there can be no assurances that PSQ’s actual future results will not be different from, and potentially less favorable than, the assumptions incorporated in the financial analyses carried out by Colombier management on which the Colombier Board relied, among other factors, in its decision-making about the proposed Business Combination.

PSQ, which was founded in February 2021, has a limited operating history and the early stage of its development make it difficult to value PSQ. PSQ’s early development stage also, from the perspective of the Colombier Board, limits PSQ’s ability to provide reliable detailed financial forecasts predicting future financial performance. Accordingly, detailed PSQ financial projections were not provided to, or relied upon, by the Colombier Board in connection with its evaluation of PSQ and Colombier. In part because fairness opinions or any similar reports or appraisals ordinarily rely in part on financial projections (which the Colombier Board did not think would be sufficiently reliable with respect to PSQ even if they were prepared), the Colombier Board also did not obtain a fairness opinion (or any similar report or appraisal) in connection with its determination to approve the Business Combination (including the consideration to be paid to the PSQ Stockholders under the terms of the Merger Agreement). Accordingly, investors in Colombier will be relying solely on the judgment of the Colombier Board in valuing PSQ.

Colombier’s management and the members of the Colombier Board have substantial experience evaluating the financial merits of companies across a variety of industries, including consumer-oriented businesses, which the Colombier Board concluded enabled them to make the necessary analyses and determinations regarding the Business Combination. The Colombier Board was provided with financial analyses prepared by Colombier management (the “Colombier Management Analyses” as further described under the heading “Colombier Financial Analysis” within the “Background of the Business Combination” section of this proxy statement/prospectus), which Colombier Management Analyses were among the factors considered by the Colombier Board in its decision-making regarding the Proposed Business Combination (as further described under the heading “Colombier Board’s Reasons for the Approval of the Business Combination”).

The Colombier Management Analyses consisted of a total addressable market analysis (“TAM Analysis”) and a guideline company analysis (“Guideline Company Analysis”), in each case as further described under the heading “Colombier Financial Analysis” within the “Background of the Business Combination” section of this proxy statement/prospectus). Although the Colombier Management Analyses did not rely upon detailed financial projections, as described above, these analyses utilized certain information about PSQ provided by PSQ management and publicly available information about relevant market factors and data about guideline companies incorporated. The Colombier Management Analyses also necessarily incorporated various assumptions, including, in some cases, assumptions regarding general business, economic, regulatory, consumer preferences, market and financial conditions and other future events, all of which are difficult to predict (particularly with regard to PSQ, given the nascency of PSQ and its business) and many of which are beyond Colombier’s and PSQ’s control.

Among the assumptions incorporated in Colombier management’s TAM Analysis was the assumption that PSQ may be able to capture as much as 1% or more of a total estimated total addressable market (“TAM”), which Colombier analyzed on the basis of pay-for-access digital marketing spend attributable to a basket of select U.S. Consumer Products that Colombier management believed to be representative of potential marketing spend by a “Core Demographic” of patriotic voting age Americans who want to buy from values-aligned businesses (in each case, as further described under the heading “Total Addressable Market Analysis” within the subsection of the disclosure contained in this proxy statement/prospectus under the heading “Background of the Business Combination”). Colombier management’s TAM Analysis expressly highlighted, within a range of outcomes, 1% of the estimated TAM because 1% represents the lowest whole number percentage of the estimated TAM and Colombier management believed such lowest whole number percentage to be an appropriate estimate for a company at an early stage of development, based on its prior professional experience evaluating the financial merits of companies across a variety of industries, including consumer-oriented businesses. Additionally, as also further described under the heading “Colombier Financial Analysis” within the section of this proxy statement/prospectus titled “Background of the Business Combination,” Colombier management, based on professional experience in evaluating companies, believed that the implied purchase price discounts described in the “Colombier Financial Analysis” at any given percent run rate revenue threshold (and particularly with respect to the highlighted 1% market capture scenario) qualitatively take into account the inherent riskiness in achieving a given level of performance, which is particularly relevant to PSQ’s present stage of development, when PSQ has yet to scale its business.

In determining its TAM estimate, Colombier management also relied upon U.S. Federal Register data concerning the number of voting aged Americans in 2022; survey data published by Statista regarding the number of Americans that reported, in a survey the results of which were published in November 2022, that 38% of surveyed Americans self-described as “extremely patriotic” (which data Colombier management selected instead of utilizing, for this purpose, the broader metric of 65% of Americans that had reported being “very” or “extremely” proud to be an American in the same survey) and excluded from Colombier management’s Core Demographic “consumer spend per unit” data purchasing power attributable to children or other dependents (which, if incorporated, would also have expanded Colombier management’s TAM analysis). Although, for these reasons, Colombier management attempted to incorporate in its TAM Analysis assumptions that Colombier, based on professional experience and qualifications, believed to be reasonable and appropriate, these and other assumptions incorporated in the Colombier Management Analyses may not be reflective of PSQ’s actual future operating results, the total addressable market for PSQ or other factors, including assumptions concerning consumer tastes and preferences, which are subject to change from time to time and over time.

Among the assumptions incorporated in Colombier management’s Guideline Company Analysis were assumptions concerning the potential similarities between PSQ’s future business at a point of having achieved scale and the businesses of the companies selected for inclusion in such analysis (the “Guideline Companies”), recognizing that PSQ’s actual future results cannot be predicted and that limited operating information is available about PSQ’s current platform, given PSQ’s nascency as a business. Colombier management also utilized for its Guideline Company Analysis one-year forward revenue multiples of Guideline Companies, which Colombier management compared to a range of potential run-rate revenues, including a 1% run-rate for PSQ, which Colombier management believed, based on professional experience evaluating companies across multiple industries, including consumer-focused businesses, to be reasonable assumptions about PSQ’s potential future business, given the ease and relatively low cost involved with scaling PSQ’s existing platform capabilities (which appear to make it possible that, with an incremental increase in infrastructure and costs, PSQ’s platform could, subject to a variety of other contingencies and factors, known and unknown, potentially scale its platform operations to meet demand at this level). A complete valuation analysis of PSQ necessarily cannot depend solely upon a quantitative review of the selected guideline public companies and

involves complex considerations and judgments about which reasonable investors may differ concerning differences in financial and operating characteristics of such companies, as well as other factors, including stage of development. Further, if conditions, including market conditions, assumptions concerning consumer tastes and preferences, and a variety of other factors required for PSQ to successfully scale its business and increase revenues are not achieved, or other intervening factors and events occur that prevent PSQ from capturing market share or otherwise operating its business successfully, many of which are outside of Colombier’s and PSQ’s control and cannot be predicted, then the value of PSQ and the Combined Company may be different (potentially materially) from the valuation attributed to PSQ in the Business Combination, and PSQ many not be able to compete with other business for consumer members, business members, advertisers or other users, generate revenues or achieve profitability.

All of the information incorporated in Colombier’s financial analyses are subject to general qualifications and limitations described under the sub-heading “General Limitations,” which follows the description of the Colombier Management Analysis contained in the “Background of the Business Combination” section of the disclosure; investors are also encouraged to read carefully the descriptions about various risks and uncertainties concerning PSQ’s business described herein, including under the headings “Risk Factors,” “PSQ’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Cautionary Note Regarding Forward-Looking Statements”.

Including because, as described above, Colombier did not obtain an opinion from an independent third party valuation firm as to the fairness of the proposed Business Combination to Colombier from a financial point of view, and in light of the qualifications and limitations described under “General Limitations” and elsewhere in the description of the Colombier Management Analyses incorporated in this proxy statement/prospectus, as well as the uncertainty inherent in forward-looking information generally, including the potential relevance or accuracy of assumptions that were incorporated in the Colombier Management Analyses to the potential future business of PSQ as compared to PSQ’s actual future results of operations, the Colombier Board may not have properly valued PSQ. As a result, the terms of the proposed Business Combination may not be fair from a financial point of view to the public stockholders of Colombier. Uncertainty about Colombier Board’s valuation of PSQ or the consideration being offered to the PSQ Stockholders in the proposed Business Combination, may lead an increased number of Colombier Stockholders to vote against the Business Combination or demand redemption of their shares of Colombier, which could potentially impact Colombier’s ability to consummate the Business Combination. Furthermore, investors are encouraged to read carefully the descriptions about various risks and uncertainties concerning PSQ’s business described in this proxy statement/prospectus, including under the headings “Risk Factors,” “PSQ’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Cautionary Note Regarding Forward-Looking Statements”.

Colombier is dependent upon its executive officers and directors and their departure could adversely affect Colombier’s ability to operate and to consummate the initial business combination. Additionally, Colombier’s executive officers and directors also allocate their time to other businesses, thereby causing potential conflicts of interest that could have a negative impact on Colombier’s ability to complete the initial business combination.

Colombier’s operations and its ability to consummate the Business Combination are dependent upon a relatively small group of individuals and, in particular, its executive officers and directors. Colombier believes that its success depends on the continued service of its executive officers and directors, at least until the completion of the Business Combination. Colombier does not have an employment agreement with, or key-man insurance on the life of, any of its directors or executive officers. The unexpected loss of the services of one or more of Colombier’s directors or executive officers could have a detrimental effect on Colombier and the ability to consummate the Business Combination. In addition, Colombier’s executive officers and directors are not required to commit any specified amount of time to its affairs and, accordingly, will have conflicts of interest in allocating management time among various business activities, including monitoring the due diligence and undertaking the other actions required in order to consummate the Business Combination. Each of Colombier’s executive officers is engaged in several other business endeavors for which they may be entitled to substantial compensation, and Colombier’s directors also serve as officers and board members for other entities. If Colombier’s executive officers’ and directors’ other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to Colombier’s affairs, which may have a negative impact on Colombier’s ability to consummate the Business Combination.

The Combined Company’s ability to be successful following the Business Combination will depend upon the efforts of the Combined Company Board and key personnel, and the loss of such persons could negatively impact the operations and profitability of the Combined Company’s post-Business Combination business.

The Combined Company’s ability to be successful following the Business Combination will be dependent upon the efforts of the Combined Company Board and key personnel. Colombier cannot assure you that the Combined Company Board and key personnel will be effective or successful or remain with the Combined Company. In addition to the other challenges they will face, such individuals may be unfamiliar with the requirements of operating a public company, which could cause the Combined Company’s management to have to expend time and resources helping them become familiar with such requirements.

It is estimated that, pursuant to the Merger Agreement, Colombier’s public stockholders will own approximately 41.50% of the equity interests or assets of the Combined Company (assuming no redemptions) and Colombier’s management, other than Omeed Malik, who is expected to serve on the Combined Company Board, will not be engaged in the management of the Combined Company’s business. Accordingly, the future performance of the Combined Company will depend upon the quality of the post-Business Combination board of directors, management and key personnel of the Combined Company.

Colombier’s key personnel may negotiate employment or consulting agreements with the Combined Company in connection with the Business Combination. These agreements may provide for them to receive compensation following the Business Combination and as a result, may cause them to have conflicts of interest in determining whether the Business Combination is advantageous.

Colombier’s key personnel may be able to remain with the Combined Company after the completion of the Business Combination only if they are able to negotiate employment or consulting agreements in connection with the Business Combination. Such negotiations may take place prior to the consummation of the Business Combination and could provide for such individuals to receive compensation in the form of cash payments and/or securities of the Combined Company for services they would render to the Combined Company after the completion of the Business Combination. The personal and financial interests of such individuals may influence their motivation in connection with the consummation of the Business Combination. However, Colombier believes the ability of such individuals to remain with the Combined Company after the completion of the Business Combination will not be the determining factor in Colombier’s decisions regarding the consummation of the Business Combination. There is no certainty, however, that any of Colombier’s key personnel will remain with the Combined Company after the consummation of the Business Combination. Colombier cannot assure you that any of its key personnel will remain in senior management or advisory positions with the Combined Company.

Because Colombier’s initial stockholders, executive officers and directors will lose their entire investment in Colombier if the Business Combination or an alternative business combination is not completed by September 11, 2023 (or such other date as approved by the Colombier stockholders), and because Colombier’s Sponsor, executive officers and directors will not be eligible to be reimbursed for their out-of-pocket expenses if the Business Combination is not completed, a conflict of interest may have arisen in determining whether PSQ was appropriate for Colombier’s initial business combination.

The Sponsor purchased 4,312,500 shares of Colombier Class B Common Stock from Colombier for an aggregate price of $25,000, which will have a significantly higher value at the time of the Business Combination, if it is consummated, and, based on the closing trading price of the Class A Common Stock on May 19, 2023, which was $10.115, would have an aggregate value of $43.62 million as of the same date. If Colombier does not consummate the Business Combination or another initial business combination by September 11, 2023 (or such other date as approved by the Colombier stockholders), and Colombier is therefore required to be liquidated, these shares would be worthless, as the Sponsor is not entitled to participate in any redemption or liquidation of the Trust Account. Additionally, unless Colombier consummates an initial business combination, it is possible that Colombier’s officers, directors and the Sponsor may not receive reimbursement for out-of-pocket expenses incurred by them, to the extent that such expenses exceed the amount of available funds not deposited in the Trust Account (provided, however, that, as of May 19, 2023, Colombier’s officers and directors have not incurred (nor are any of the forgoing expecting to occur) out-of-pocket expenses exceeding funds available to Colombier for reimbursement thereof, but provided, further, that if any such expenses are incurred prior to consummation of the Business Combination, Colombier’s officers, directors and the Sponsor may not receive reimbursement therefor if the proposed Business Combination is not consummated).

The personal and financial interests of Colombier’s executive officers and directors may have influenced their motivation in identifying and selecting a target business combination, completing an initial business combination and influencing the operation of the business following the initial business combination. At the closing of Colombier’s initial business combination, its Sponsor, executive officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on Colombier’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. In the event the Business Combination or an alternative business combination is completed, there is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred in connection with activities on Colombier’s behalf. However, Colombier’s Sponsor, executive officers and directors, or any of their respective affiliates will not be eligible for any such reimbursement if the Business Combination or an alternative business combination is not completed. Such financial interests of Colombier’s Sponsor, executive officers and directors may have influenced their motivation in approving the Business Combination and may influence their motivation for completing the Business Combination.

The Sponsor paid nominal consideration for the Colombier Sponsor Shares it holds. As a result, the Sponsor may make a substantial profit if the Business Combination is consummated, even if the shares held by the Sponsor lose substantial value and even if the Business Combination arguably may not be in the best interests of Colombier’s public stockholders.

The Sponsor has invested in Colombier an aggregate of $5,725,000, comprised of the $25,000 purchase price for the Colombier Sponsor Shares and the $5,700,000 purchase price for the Private Placement Warrants. Assuming a trading price of $10.00 per share of the Combined Company upon consummation of the Business Combination, the 4,312,500 Colombier Sponsor Shares would have an aggregate implied value of $43,125,000 at that time. Even if the trading price of the Combined Company Common Stock were as low as approximately $1.33 per share and the Private Placement Warrants were worthless, the value of the Colombier Sponsor Shares would be equal to the Sponsor’s initial investment in Colombier. If the Business Combination is not completed, however, and if Colombier is forced to liquidate, the Sponsor will lose its entire investment in Colombier. As a result, the Sponsor is likely to be able to recoup its investment in Colombier and make a substantial profit on that investment, even if the Public Shares have lost significant value.

Colombier’s directors and officers may have interests in the Business Combination that differ from the interests of Colombier’s stockholders.

Executive officers of Colombier negotiated the terms of the Merger Agreement with their counterparts at PSQ, and the Colombier Board determined that the Merger Agreement and the transactions contemplated thereby are advisable and fair to, and in the best interests of, Colombier and its stockholders, and approved the Merger Agreement and the transactions contemplated thereby. In considering these facts and the other information contained in this proxy statement/prospectus, you should be aware that Colombier’s executive officers and directors may have financial interests in the Business Combination that may be different from, or in addition to, the interests of Colombier’s stockholders, including, but not limited to, the continued service as an officer or director of the Combined Company, severance benefits, equity grants, continued indemnification and the potential ability to sell an increased number of shares of common stock of the Combined Company.

The Colombier Board was aware of and considered these interests, among other matters, in reaching the determination that the Merger Agreement and the transactions contemplated thereby were advisable and fair to, and in the best interests of, Colombier and its stockholders. For a detailed discussion of the special interests that Colombier’s directors and executive officers may have in the Business Combination, see the section of this proxy statement/prospectus entitled “Proposal No. 2: The Business Combination Proposal — Interests of Certain Persons in the Business Combination.”

You should consider the financial incentives that Colombier’s officers and directors may have to approve and complete the Business Combination when evaluating whether vote for the Business Combination Proposal, as well as when considering whether to redeem your Public Shares prior to or in connection with the Business Combination.

The value of the Colombier Sponsor Shares following completion of the Business Combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of the Combined Company Common Stock at such time is substantially less than $10.00 per share.

The Sponsor has invested in Colombier an aggregate of $5,725,000, comprised of the $25,000 purchase price for the Colombier Sponsor Shares and the $5,700,000 purchase price for the Private Placement Warrants. Assuming a trading price of $10.00 per share upon consummation of the Business Combination, the 4,312,500 Colombier

Sponsor Shares would have an aggregate implied value of approximately $43.1 million. Even if the trading price of the Combined Company Common Stock were as low as approximately $1.33 per share, and the Private Placement Warrants were worthless, the value of the Colombier Sponsor Shares would be equal to the Sponsor’s initial investment in Colombier. As a result, the Sponsor is likely to be able to recoup its investment in the Combined Company and make a substantial profit on that investment, even if the public shares have lost significant value. Accordingly, the Colombier management team, which owns interests in the Sponsor, may have an economic incentive that differs from that of the public stockholders to pursue and consummate the Business Combination rather than to liquidate and to return all of the cash in the trust to the public stockholders. For the foregoing reasons, you should consider the Colombier management team’s financial incentive to complete the Business Combination when evaluating whether to redeem your shares prior to or in connection with the Business Combination.

Colombier stockholders and PSQ’s stockholders may not realize a benefit from the Business Combination commensurate with the ownership dilution they will experience in connection with the Business Combination.

If the Combined Company is unable to realize the full strategic and financial benefits currently anticipated from the Business Combination, Colombier stockholders and PSQ’s stockholders will have experienced substantial dilution of their ownership interests in their respective companies without receiving any commensurate benefit, or only receiving part of the commensurate benefit to the extent the Combined Company is able to realize only part of the strategic and financial benefits currently anticipated from the Business Combination.

During the pendency of the Business Combination, Colombier and PSQ may not be able to enter into a business combination with another party because of restrictions in the Merger Agreement, which could adversely affect their respective businesses. Furthermore, certain provisions of the Merger Agreement may discourage third parties from submitting alternative takeover proposals, including proposals that may be superior to the arrangements contemplated by the Merger Agreement.

Covenants in the Merger Agreement impede the ability of Colombier and PSQ to make acquisitions or complete other transactions that are not in the ordinary course of business pending completion of the Business Combination. As a result, if the Business Combination is not completed, the parties may be at a disadvantage to their competitors during that period. In addition, while the Merger Agreement is in effect, each party is generally prohibited from soliciting, initiating, encouraging or entering into certain extraordinary transactions, such as a merger, sale of assets or other business combination outside the ordinary course of business, with any third party. Any such transactions could be favorable to such party’s stockholders.

If the conditions to the Merger are not met, the Business Combination may not occur.

Even if the Business Combination is approved by the stockholders of Colombier (including each of the Required Approvals) and PSQ, specified conditions must be satisfied or waived to complete the Business Combination. These conditions are described in detail in the Merger Agreement and in addition to stockholder consent, include among other requirements, (i) receipt of requisite regulatory approvals and no law or order preventing the transactions, (ii) each party’s representations and warranties being true and correct as of the date of the Merger Agreement and as of the Closing (subject to certain exceptions and an overall “Material Adverse Effect” standard), (iii) each party complying in all material respects with its covenants and agreements, (iv) no Material Adverse Effect with respect to a party since the date of the Merger Agreement which remains continuing and uncured, (v) the members of the post-Closing board being elected or appointed, (vi) an effective Registration Statement, (vii) the conditional NYSE approval of the listing of the shares of Class A Common Stock, and (viii) Colombier having cash and cash equivalents, including any PIPE Investment to be consummated contemporaneously with Closing, and after giving effect to the completion and payment of the redemption payments to its stockholders and the payment of Colombier’s and PSQ’s aggregate unpaid expenses, in an amount at least equal to (A) $33.0 million minus (B) the lesser of (1) $15.0 million and (2) the amount of Colombier’s and PSQ’s aggregate unpaid expenses immediately prior to the Closing, minus (C) the amount of the proceeds actually received by PSQ in any financing permitted under the Merger Agreement prior to Closing. See “Business Combination Proposal (Proposal 2) — Conditions to the Closing” below for a more complete summary. Colombier and PSQ cannot assure you that all of the conditions will be satisfied. If the conditions are not satisfied or waived, the Business Combination may not occur, or may be delayed and such delay may cause Colombier and PSQ to each lose some or all of the intended benefits of the Business Combination. If the Business Combination does not occur, Colombier may not be able to find another potential candidate for its initial business combination prior to Colombier’s deadline (currently September 11, 2023), and Colombier will be required to liquidate.

Delaware law and the Combined Company’s certificate of incorporation and bylaws will contain certain provisions, including anti-takeover provisions, that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable.

The Proposed Charter and the Proposed Bylaws that will be in effect upon consummation of the Business Combination, and the DGCL, contain provisions that could have the effect of rendering more difficult, delaying, or preventing an acquisition deemed undesirable by the Combined Company Board and therefore depress the trading price of the Combined Company’s common stock. These provisions could also make it difficult for stockholders to take certain actions, including electing directors who are not nominated by the current members of the PSQ Board or taking other corporate actions, including effecting changes in the management of the Combined Company. Among other things, the Proposed Charter and the Proposed Bylaws include provisions regarding:

•        the terms of the Class C Common Stock, which will be held upon the consummation of the Business Combination by the PSQ Founder, and will provide the PSQ Founder with a majority of the voting power of the Combined Company Common Stock on any vote of the Combined Company’s stockholders;

•        opting out of Section 203 of the DGCL;

•        the ability of the Combined Company Board to issue shares of preferred stock, including “blank check” preferred stock and to determine the price and other terms of those shares, including preferences and voting powers and other rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;

•        the limitation of the liability of, and the indemnification of, the Combined Company’s directors and officers;

•        the exclusive right of the directors serving on the Combined Company Board to fill a newly created directorship created by the expansion of the Combined Company Board or a vacancy created by the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies and newly created directorships on the Combined Company Board;

•        the requirement that a special meeting of stockholders may be called only by the Combined Company Board, the chairperson of the Combined Company Board, or the Combined Company’s chief executive officer, which could delay the ability of stockholders to force consideration of a proposal or to take action, including the removal of directors;

•        provisions providing that directors of the Combined Company may only be removed for cause and only by the affirmative vote of the holders of at least seventy-five percent (75%) of the voting power of the outstanding shares of capital stock of the Combined Company entitled to vote thereon;

•        provisions that, subject to the rights of holders of any outstanding series of Preferred Stock, prohibit stockholders of the Corporation from taking any action by consent in lieu of a meeting of stockholders;

•        controlling the procedures for the conduct and scheduling of board of directors and stockholder meetings;

•        the requirement for the affirmative vote of holders of at least 75% of the voting power of all of the then outstanding shares of the voting stock, voting together as a single class, to amend, alter, change or repeal certain provisions of the Proposed Charter or any provision of the Proposed Bylaws, which could preclude stockholders from bringing matters before annual or special meetings of stockholders and delay changes in the Combined Company Board and governance and also may inhibit the ability of an acquirer to effect such amendments to facilitate an unsolicited takeover attempt;

•        the ability of the Combined Company Board to amend the bylaws, which may allow the Combined Company Board to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend the bylaws to facilitate an unsolicited takeover attempt;

•        advance notice procedures with which stockholders must comply to nominate candidates to the Combined Company Board or to propose matters to be acted upon at a stockholders’ meeting, which could preclude stockholders from bringing matters before annual or special meetings of stockholders and delay changes

in the Combined Company Board and also may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of the Combined Company; and

•        a Combined Company Board that is divided into three classes, Class I, Class II and Class III, with each class serving staggered terms, which could preclude stockholders from bringing matters before annual or special meetings of stockholders and delay changes in the Combined Company Board and also may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of the Combined Company.

These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in the Combined Company Board or management.

Any provision of the Proposed Charter, the Proposed Bylaws or Delaware law that has the effect of delaying or preventing a change of control could limit the opportunity for stockholders to receive a premium for their shares of the Combined Company’s capital stock and could also affect the price that some investors are willing to pay for the Combined Company’s common stock.

The Proposed Charter will designate a state or federal court located within the State of Delaware as the exclusive forum for substantially all disputes between the Combined Company and its stockholders, and also provide that the federal district courts will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act, each of which could limit the ability of the Combined Company’s stockholders to choose the judicial forum for disputes with the Combined Company or its directors, officers, or employee or stockholders.

The Proposed Charter, which will become effective upon the Closing, will provide that, unless the Combined Company consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on its behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of its directors, officers, or other employees to the Combined Company or its stockholders, (iii) any action arising pursuant to any provision of the DGCL, or the certificate of incorporation or the bylaws or (iv) any other action asserting a claim that is governed by the internal affairs doctrine shall be the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware). The Proposed Charter will also provide that the federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act. The exclusive forum provision will be applicable to the fullest extent permitted by applicable law, subject to certain exceptions.

Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision will not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. We note, however, that there is uncertainty as to whether a court would enforce this provision and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. Section 22 of the Securities Act creates concurrent jurisdiction for state and federal courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.

Any person or entity purchasing or otherwise acquiring any interest in any of the Combined Company’s shares of capital stock shall be deemed to have notice of and consented to this provision. This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, other employees or stockholders, or could result in increased costs for a stockholder to bring a claim, particularly if they do not reside in or near Delaware, both of which may discourage such lawsuits against us and our directors, officers, employees and stockholders. Alternatively, if a court were to find these provisions inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, the Combined Company may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect the Combined Company’s business and financial condition.

The Sponsor or Colombier’s directors, officers, advisors and their affiliates may elect to purchase Colombier Class A Common Stock or the Public Warrants from Colombier public stockholders, which may influence a vote on a proposed initial business combination and reduce the public “float” of the Colombier Class A Common Stock.

The Sponsor or Colombier’s directors, officers, advisors or their affiliates may purchase shares of Colombier Class A Common Stock or the Public Warrants or a combination thereof in privately negotiated transactions or in the open market either prior to or following the completion of the Business Combination, although they are under no obligation to do so. However, other than as expressly stated herein, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase shares of Colombier Class A Common Stock or the Public Warrants in such transactions.

Such a purchase may include a contractual acknowledgement that such stockholder, although still the record holder of our shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor or Colombier’s directors, officers, advisors or their affiliates purchase shares of Colombier Class A Common Stock in privately negotiated transactions from Colombier public stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. The purpose of such purchases could be to vote such shares in favor of the initial business combination and thereby increase the likelihood of obtaining stockholder approval of the initial business combination. Any such purchases of the Colombier securities may result in the completion of our initial business combination that may not otherwise have been possible. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.

In addition, if such purchases are made, the public “float” of Colombier Class A Common Stock or the Public Warrants and the number of beneficial holders of our securities may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of the Colombier securities on a national securities exchange.

Colombier Stockholders who redeem their Colombier Class A Common Stock may continue to hold any Colombier Public Warrants that they own, which will result in dilution to non-redeeming Colombier Stockholders upon exercise of such Colombier Public Warrants.

Colombier Stockholders who redeem their Colombier Class A Common Stock may continue to hold any Colombier Public Warrants that they own at such time, which will result in additional dilution to non-redeeming holders upon exercise of such warrants. Assuming (a) all redeeming Colombier Stockholders that acquired Colombier Units in the Colombier Initial Public Offering continue to hold the Colombier Public Warrants that were included in such Colombier Units, and (b) maximum contractual redemption of Colombier Class A Common Stock held by the redeeming Colombier Stockholders, 5,750,000 Colombier Public Warrants would be retained by redeeming Colombier Stockholders. As a result, the redeeming Colombier Stockholders would hold Colombier Public Warrants with an aggregate market value of $1.26 million, assuming a trading price of $0.2205 as reported by the NYSE on May 19, 2023, while non-redeeming Colombier Stockholders would suffer dilution in their percentage ownership of the Combined Company upon exercise of the Colombier Public Warrants held by redeeming Colombier Stockholders.

Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect Colombier’s business, including its ability to complete the Business Combination, and results of operations.

Colombier is subject to laws and regulations enacted by national, regional and local governments. In particular, Colombier is required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on Colombier’s business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on Colombier’s business, including its ability to complete the Business Combination, and results of operations.

The Business Combination may be subject to U.S. foreign investment regulations, which may impose conditions on or prevent the consummation of the Business Combination. Such conditions or limitations could also potentially make shares of Class A Common Stock less attractive to investors or cause our future investments to be subject to U.S. foreign investment regulations.

Colombier’s Sponsor is Colombier Sponsor LLC, a Delaware limited liability company. The Sponsor currently owns 4,312,000 shares of Colombier Class B Common Stock, initially purchased by the Sponsor in the private placement occurring prior to the IPO, and 5,700,000 Private Placement Warrants, that were purchased by the Sponsor in a private placement which occurred simultaneously with the completion of the IPO. Omeed Malik, the Company’s Chief Executive Officer and the Chairman of Colombier’s board of directors and a U.S. citizen, is the sole managing member of the Sponsor. Other members of the Sponsor include certain officers and directors of Colombier and other third party investors, who are all U.S. citizens. The Sponsor is not controlled by any non-U.S. persons on a look-through basis. To the best of Colombier’s knowledge, the Sponsor does not have substantial ties or substantial interests with any non-U.S. persons. The Sponsor is expected to own approximately 5.6% of the Combined Company following the Business Combination, assuming that the other conditions and assumptions incorporated in the sections of this proxy statement/prospectus entitled “Share Calculations and Ownership Percentages” and “Unaudited Pro Forma Condensed Combined Financial Information” are also accurate as of the Closing Date.

Certain acquisitions or an initial business combination may be subject to review or approval by regulatory authorities pursuant to certain U.S. or foreign laws or regulations. In the event that such regulatory approval or clearance is not obtained, or the review process is extended beyond the period of time that would permit an initial business combination to be consummated with us, we may not be able to consummate an initial business combination with such target. In addition, regulatory considerations may decrease the pool of potential target companies we may be willing or able to consider.

Among other things, the U.S. Federal Communications Act prohibits foreign individuals, governments, and corporations from owning more than a specified percentage of the capital stock of a broadcast, common carrier, or aeronautical radio station licensee. In addition, U.S. law currently restricts foreign ownership of U.S. airlines. In the United States, certain mergers that may affect competition may require certain filings and review by the Department of Justice and the Federal Trade Commission, and investments or acquisitions that may affect national security are subject to review by the Committee on Foreign Investment in the United States (“CFIUS”). CFIUS is an interagency committee authorized to review certain transactions involving foreign investment in the United States by foreign persons in order to determine the effect of such transactions on the national security of the United States.

Outside the United States, laws or regulations may affect our ability to consummate an initial business combination with potential target companies incorporated or having business operations in jurisdictions where national security considerations, involvement in regulated industries (including telecommunications), or in businesses where a country’s culture or heritage may be implicated.

U.S. and foreign regulators generally have the power to deny the ability of the parties to consummate a transaction or to condition approval of a transaction on specified terms and conditions, which may not be acceptable to us or a target. In such event, we may not be able to consummate a transaction with that potential target.

We do not believe that the business combination with PSQ is subject to review by CFIUS. However, if Colombier does not complete the business combination with PSQ, the pool of other potential targets with whom we could complete an initial business combination may be limited and we may be adversely affected in competing with other special purpose acquisition companies that do not have similar ownership issues. Moreover, the process of government review, whether by CFIUS or otherwise, could be lengthy. Because we have only a limited time to complete our initial business combination, our failure to obtain any required approvals within the requisite time period may require us to liquidate. If we liquidate, our public stockholders may only receive a pro rata amount of the funds in Colombier’s trust account, and our warrants will expire worthless. This will also cause you to lose any potential investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined company.

Risks Related to Ownership of Combined Company Common Stock

An active market for the Combined Company’s securities may not develop, which would adversely affect the liquidity and price of the Combined Company’s securities.

The price of the Combined Company’s securities may vary significantly due to factors specific to the Combined Company as well as to general market or economic conditions. Furthermore, an active trading market for the Combined Company’s securities may never develop or, if developed, it may not be sustained. You may be unable to sell your securities unless a market can be established and sustained.

There can be no assurance that the shares of the Combined Company’s common stock that will be issued in connection with the Business Combination will be approved for listing on the NYSE following the Closing, or that the Combined Company will be able to comply with the continued listing rules of the NYSE.

In connection with the Business Combination and as a condition to PSQ’s obligations to complete the Business Combination, the Company will be required to demonstrate compliance with the NYSE’s initial listing requirements, which generally require, among other criteria, a per share price of at least $4.00 and a market capitalization of at least $150,000,000. In addition to the listing requirements for the Combined Company’s common stock, the NYSE imposes listing standards on warrants. Colombier cannot assure you that the Combined Company will be able to meet those initial listing requirements, in which case PSQ will not be obligated to complete the Business Combination.

In order to continue the listing of its securities on the NYSE, Colombier prior to the Business Combination, and the Combined Company following the consummation of the Business Combination, must maintain certain financial, share price and, subject to change as a result of recent rule changes proposed by the NYSE, distribution levels. Generally, a listed company must maintain a minimum market capitalization (generally $50,000,000) and a minimum number of holders of its securities (currently 300 public holders). Even if the Combined Company’s common stock and warrants are approved for listing on the NYSE, the Company may not meet the NYSE continued listing requirements following the Business Combination.

If the NYSE delists the Combined Company’s securities from trading on its exchange and the Company is not able to list its securities on another national securities exchange, the Combined Company’s securities could be quoted on an over-the-counter market. If this were to occur, the Combined Company could face significant material adverse consequences, including:

•        a limited availability of market quotations for its securities;

•        reduced liquidity for its securities;

•        a determination that the Combined Company’s common stock is a “penny stock” which will require brokers trading in the common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for the Combined Company’s securities;

•        a decreased ability to issue additional securities or obtain additional financing in the future.

The continued eligibility for listing of PSQ’s securities may depend on, among other things, the number of shares of Colombier Class A Common Stock that are redeemed.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because Colombier’s units, common stock and warrants are listed on the NYSE, Colombier’s units, common stock and warrants qualify as covered securities under the statute. Although the states are preempted from regulating the sale of Colombier’s securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While Colombier is not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if Colombier was no longer listed on the NYSE, Colombier’s securities would not qualify as covered securities under the statute and Colombier would be subject to regulation in each state in which Colombier offers its securities.

The market price of the Combined Company’s common stock may decline as a result of the Business Combination.

The market price of the Combined Company’s common stock may decline as a result of the Business Combination for a number of reasons including if:

•        investors react negatively to the prospects of the Combined Company’s business and the prospects of the Business Combination;

•        the effect of the Business Combination on the Combined Company’s business and prospects is not consistent with the expectations of financial or industry analysts; or

•        the Combined Company does not achieve the perceived benefits of the Business Combination as rapidly or to the extent anticipated by financial or industry analysts.

The Combined Company’s stock price may change significantly following the Business Combination and you could lose all or part of your investment as a result.

The trading price of the Combined Company Common Stock is likely to be volatile. The stock market recently has experienced extreme volatility. This volatility often has been unrelated or disproportionate to the operating performance of particular companies. You may not be able to resell your shares of the Combined Company Common Stock at an attractive price due to a number of factors such as those listed in “— Risks Related to PSQ” and the following:

•        results of operations that vary from the expectations of securities analysts and investors;

•        results of operations that vary from those of the Combined Company’s competitors;

•        changes in expectations as to the Combined Company’s future financial performance, including financial estimates and investment recommendations by securities analysts and investors;

•        declines in the market prices of stocks generally;

•        strategic actions by the Combined Company or its competitors;

•        announcements by the Combined Company or its competitors of significant contracts, acquisitions, joint ventures, other strategic relationships or capital commitments;

•        any significant change in the Combined Company’s management;

•        changes in general economic or market conditions or trends in the Combined Company’s industry or markets;

•        changes in business or regulatory conditions, including new laws or regulations or new interpretations of existing laws or regulations applicable to the Combined Company’s business;

•        future sales of the Combined Company Common Stock or other securities;

•        investor perceptions of the investment opportunity associated with the Combined Company Common Stock relative to other investment alternatives;

•        the public’s response to press releases or other public announcements by the Combined Company or third parties, including the Combined Company’s filings with the SEC;

•        litigation involving the Combined Company, the Combined Company’s industry, or both, or investigations by regulators into the Combined Company Board, the Combined Company’s operations or those of the Combined Company’s competitors;

•        guidance, if any, that the Combined Company provides to the public, any changes in this guidance or the Combined Company’s failure to meet this guidance;

•        the development and sustainability of an active trading market for the Combined Company Common Stock;

•        actions by institutional or activist stockholders;

•        changes in accounting standards, policies, guidelines, interpretations or principles; and

•        other events or factors, including those resulting from pandemics, natural disasters, war, acts of terrorism or responses to these events.

These broad market and industry fluctuations may adversely affect the market price of the Combined Company Common Stock, regardless of the Combined Company’s actual operating performance. In addition, price volatility may be greater if the public float and trading volume of the Combined Company Common Stock is low.

In the past, following periods of market volatility, stockholders have instituted securities class action litigation. If the Combined Company was involved in securities litigation, it could have a substantial cost and divert resources and the attention of executive management from the Combined Company’s business regardless of the outcome of such litigation.

Because there are no current plans to pay cash dividends on the Combined Company Common Stock for the foreseeable future, you may not receive any return on investment unless you sell your Combined Company Common Stock at a price greater than what you paid for it.

The Combined Company intends to retain future earnings, if any, for future operations, expansion and debt repayment and there are no current plans to pay any cash dividends for the foreseeable future. The declaration, amount and payment of any future dividends on shares of the Combined Company Common Stock will be at the sole discretion of the Combined Company Board. The Combined Company Board may take into account general and economic conditions, the Combined Company’s financial condition and results of operations, the Combined Company’s available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax and regulatory restrictions, implications of the payment of dividends by the Combined Company to its stockholders or by its subsidiaries to it and such other factors as the Combined Company Board may deem relevant. As a result, you may not receive any return on an investment in the Combined Company Common Stock unless you sell your Combined Company Common Stock for a price greater than that which you paid for it.

The Combined Company stockholders may experience dilution in the future.

The percentage of shares of the Combined Company Common Stock owned by current stockholders may be diluted in the future because of equity issuances for acquisitions, capital market transactions or otherwise, including, without limitation, equity awards that the Combined Company may grant to its directors, officers and employees, or the exercise of the Combined Company warrants. Such issuances may have a dilutive effect on the Combined Company’s earnings per share, which could adversely affect the market price of the Combined Company Common Stock.

Following completion of the Business Combination, Michael Seifert, PSQ’s Founder and Chief Executive Officer, will continue to exercise significant control over PSQ, including through his holdings of a special class of common stock with majority voting rights.

Following completion of the Business Combination, Michael Seifert, PSQ’s Founder and Chief Executive Officer, will receive shares of the Combined Company’s Class C Common Stock. Each holder of Class C Common Stock shall have the right to a number of votes (rounded up to the nearest whole number) per share of Class C Common Stock held of record by such holder as of the applicable record date equal to (i) (x) the total number of shares of Class A Common Stock entitled to vote on such matter as of the applicable record date, plus (y) one hundred (100); divided by (ii) the total number of shares of Class C Common Stock issued and outstanding as of the applicable record date. Consequently, since Mr. Seifert will be the sole holder of the Class C Common Stock as of the completion of the Business Combination, he will possess approximately 50.1% of the voting power of the Combined Company as of immediately following the Merger, and the result of most matters to be voted upon by the Combined Company’s Stockholders will be controlled by Mr. Seifert, who can base his vote upon his best judgment and his fiduciary duty to the stockholders. Mr. Seifert’s Class C Shares will automatically convert into Class A Common Stock upon transfer (subject to customary exceptions for transfers for estate planning purposes), but Mr. Seifert has agreed not to sell any of his Class C Common Stock during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earlier of (A) the one (1) year anniversary of the date of the Closing, (B) the first date subsequent to the Closing with respect to which the closing price of the Combined Company Common Stock has equaled or exceeded $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any 30-trading day period commencing at least 150 days after the

Closing or (C) the date on which the Combined Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Combined Company’s stockholders having the right to exchange their shares of Combined Company Common Stock for cash, securities or other property. Under the Proposed Charter, Mr. Seifert can transfer shares of Class C Common Stock to certain “permitted transferees” without consequence. In addition, although any shares of Class C Common Stock transferred to any person or entity who is not a permitted transferee will automatically convert into shares of Class A Common Stock, the remaining shares of Class C Common Stock, collectively, will continue to control the outcome any vote until such time as the Class C Common Stock is voluntarily converted into Class A Common Stock, or involuntarily converted into Class A Common Stock as a result of Mr. Seifert no longer being an officer or director of PSQ, or upon the transfer of shares Class C Common Stock, individually or in a series of transaction (other than transfers to permitted transferees), of greater than 50% of the number of shares of Class C Common Stock issued and outstanding immediately following closing of the Business Combination.

This concentrated control may limit or preclude your ability to influence corporate matters for the foreseeable future, including the election of directors, amendments of the Combined Company’s organizational documents and any merger, consolidation, sale of all or substantially all of the Combined Company’s assets or other major corporate transactions requiring stockholder approval. In addition, this concentrated control may prevent or discourage unsolicited acquisition proposals or offers for the Combined Company’s capital stock that you may feel are in your best interest as one of our stockholders. As a result, such concentrated control may adversely affect the market price of our Class A Common Stock.

The Proposed Charter provides for a dual-class multiple voting Common Stock structure, and we cannot predict the effect this structure of our Common Stock may have on the market price of our Class A Common Stock.

We cannot predict whether having a Proposed Charter that permits the issuance of multiple voting shares in a dual-class structure will result in a lower or more volatile market price of the Class A Common Stock, adverse publicity or other adverse consequences. For example, certain index providers have announced and implemented restrictions on including companies with multiple-class share structures in certain of their indices. In July 2017, FTSE Russell announced that it would require new constituents of its indices to have greater than 5% of the company’s voting rights in the hands of public stockholders, and S&P Dow Jones announced that it would no longer admit companies with multiple class share structures to certain of its indices. Affected indices include the Russell 2000 and the S&P 500, S&P MidCap 400 and S&P SmallCap 600, which together make up the S&P Composite 1500 (although S&P Dow Jones recently announced changes to its policies in April 2024 to again permit inclusion of companies with multi-class share structures in its indices). Also in 2017, MSCI, a leading stock index provider, opened public consultations on its treatment of no-vote and multi-class structures and temporarily barred new multi-class listings from certain of its indices; however, in October 2018, MSCI announced its decision to include equity securities “with unequal voting structures” in its indices and to launch a new index that specifically includes voting rights in its eligibility criteria. Under such announced and implemented policies, the dual-class structure of the Class A Common Stock and Class C Common Stock may make us ineligible for inclusion in certain indices and, as a result, mutual funds, exchange-traded funds and other investment vehicles that attempt to passively track those indices may not invest in our Class A Common Stock. These policies are relatively new and it is unclear what effect, if any, they will have on the valuations of publicly-traded companies excluded from indices, but it is possible that they may adversely affect valuations, as compared to similar companies that are included. Due to the dual-class structure of the Class A Common Stock and Class C Common Stock, we may be excluded from certain indices and we cannot assure you that other stock indices will not take similar actions. Given the sustained flow of investment funds into passive strategies that seek to track certain indices, exclusion from certain stock indices would likely preclude investment by many of these funds and could make our Class A Common Stock less attractive to other investors. As a result, the market price of our Class A Common Stock could be adversely affected.

Following the Business Combination, the Combined Company will become a “controlled company” within the meaning of NYSE listing standards and, as a result, will qualify for, and may rely on, exemptions from certain corporate governance requirements. As a result, you may not have the same protections afforded to shareholders of companies that are subject to such requirements.

The Combined Company will have a dual class structure and, upon the Closing, the PSQ Founder will exchange his shares of PSQ Common Stock for shares of Class C Common Stock of the Combined Company, which will allow the PSQ Founder to control a majority of the voting power of the Combined Company immediately after the Closing.

The Combined Company will qualify as a “controlled company” within the meaning of the corporate governance standards of NYSE. Under these rules, a listed company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirement that (i) a majority of our board of directors consist of independent directors, (ii) we have a compensation committee that is composed entirely of independent directors and (iii) director nominees be selected or recommended to the board by independent directors. It is not our intention to elect not to comply with all of these corporate governance requirements after the Closing, in that the Combined Company Board is expected to consist of a majority of independent directors and is expected to have a compensation committee and a nominating and corporate governance committee comprised entirely of independent directors upon completion of the Business Combination.

However, the Combined Company may rely on the corporate governance exemptions only so long as we qualify as a controlled company. To the extent we rely on any of these exemption, holders of our Class A Common Stock will not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of NYSE and we cannot predict the impact this may have on the price of our Class A Common Stock.

Certain Colombier Warrants are accounted for as a warrant liability and will be recorded at fair value upon issuance with changes in fair value each period reported in earnings, which may have an adverse effect on the market price of the Combined Company Common Stock.

On April 12, 2021, the SEC Staff issued the SEC Staff Statement, wherein the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to being treated as equity. Specifically, the SEC Staff Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement governing the Colombier Warrants. In light of the issues raised in the SEC Staff Statement, and pursuant to the guidance in ASC 815, Derivatives and Hedging (“ASC 815”), determined that its warrants should be classified as derivative liabilities measured at fair value on its balance sheet, with any changes in fair value to be reported each period in earnings on Colombier’s statement of operations.

As a result of the recurring fair value measurement, Colombier’s financial statements may fluctuate quarterly, based on factors that are outside of Colombier’s control. Due to the recurring fair value measurement, Colombier expects it will recognize non-cash gains or losses on Colombier’s Warrants each reporting period and that the amount of such gains or losses could be material.

If securities or industry analysts do not publish research or reports about the Combined Company’s business, if they change their recommendations regarding the Combined Company Common Stock or if the Combined Company’s operating results do not meet their expectations, the Combined Company Common Stock price and trading volume could decline.

The trading market for the Combined Company Common Stock will depend in part on the research and reports that securities or industry analysts publish about the Combined Company or its businesses. If no securities or industry analysts commence coverage of the Combined Company, the trading price for the Combined Company Common Stock could be negatively impacted. In the event securities or industry analysts initiate coverage, if one or more of the analysts who cover the Combined Company downgrade its securities or publish unfavorable research about its businesses, or if the Combined Company’s operating results do not meet analyst expectations, the trading price of the Combined Company Common Stock would likely decline. If one or more of these analysts cease coverage of the Combined Company or fail to publish reports on the Combined Company regularly, demand for the Combined Company Common Stock could decrease, which might cause the Combined Company Common Stock price and trading volume to decline.

Colombier stockholders will experience immediate dilution as a consequence of the issuance of Common Stock. Having a minority share position may reduce the influence that Colombier’s current stockholders have on the management of the Combined Company.

Assuming no redemptions by the Public Stockholders, it is anticipated that, following the Business Combination (1) Colombier’s public stockholders are expected to own approximately 41.5% of the outstanding Common Stock, (2) the PSQ Stockholders are expected to collectively own approximately 48.1% of the outstanding Common Stock, and (3) the Sponsor is expected to own approximately 10.4% of the outstanding Common Stock. It is anticipated that upon completion of the Business Combination, Colombier public stockholders would retain voting power of approximately 22.5% in the Combined Company, the Sponsor would have voting power of approximately 5.6% of

the Combined Company, the PSQ Stockholders holding shares of the Combined Company’s Class A Common Stock would have voting power of approximately 21.9% of the Combined Company and Mr. Seifert, as the holder of all of the outstanding shares of the Combined Company’s Class C Common Stock would have voting power of approximately 50.1% of the Combined Company (such that all of the former PSQ Stockholders together would have voting power of approximately 71.9% of the Combined Company.

Colombier stockholders who redeem their shares of Colombier Common Stock may continue to hold any Public Warrants that they owned prior to redemption, the exercise of which would result in additional dilution to non-redeeming Colombier stockholders. The potential issuance of (i) Earnout Shares upon satisfaction of applicable earnout terms after the Closing and (ii) shares under the Incentive Plan and the ESPP, would also result in additional dilution to non-redeeming Colombier stockholders.

The percentage of the outstanding shares and voting power of Combined Company Common Stock that will be owned by Public Stockholders will vary based on the number of Public Shares redeemed in connection with the Business Combination. For more detailed information, please see “What equity stake will current Colombier stockholders and PSQ Stockholders hold in the Combined Company immediately after the Closing?” in the section entitled “Questions and Answers about the Colombier Special Meeting.”

Having a minority ownership and voting position may reduce the influence that Colombier’s current stockholders have on the management of the Combined Company.

Future sales, or the perception of future sales, by the Combined Company or its stockholders in the public market following the Business Combination could cause the market price for the Combined Company Common Stock to decline.

The sale of shares of the Combined Company Common Stock in the public market, or the perception that such sales could occur, could harm the prevailing market price of shares of the Combined Company Common Stock. These sales, or the possibility that these sales may occur, also might make it more difficult for the Combined Company to sell equity securities in the future at a time and at a price that it deems appropriate.

Upon consummation of the Business Combination, it is currently expected that the Combined Company will have a total of 41,562,550 shares of the Combined Company Common Stock outstanding (i) assuming that there are no redemptions of any shares by Colombier’s public stockholders in connection with the Business Combination, (ii) without giving effect to any awards that may be issued under the Incentive Plan or any Earnout Shares that may be issued in the future), and (iii) assuming that the total amount of debt outstanding under the PSQ Convertible Debt Notes at the Closing is $3.05 million). All shares currently held by Colombier Public Stockholders and all of the shares issued in the Business Combination to existing PSQ securityholders will be freely tradable without registration under the Securities Act, and without restriction by persons other than the Combined Company’s “affiliates” (as defined under Rule 144 under the Securities Act, (“Rule 144”)), including the Combined Company’s directors, executive officers and other affiliates.

Simultaneously with the execution and delivery of the Merger Agreement, certain stockholders of PSQ, who are expected to collectively own approximately 25.28% of the shares of the Combined Company Common Stock outstanding following the Business Combination (based on the above assumptions and PSQ’s current stockholdings), agreed with Colombier pursuant to the Lock-Up Agreements, subject to certain exceptions, not to dispose of or hedge any of their shares of the Combined Company Common Stock or securities convertible into or exchangeable for shares of the Combined Company Common Stock during the period from the date of the Closing and ending 180 days after such date. See “The Business Combination Proposal — Related Agreements — Lock-up Agreements.”

In addition, the shares of the Combined Company Common Stock reserved for future issuance under the Incentive Plan will become eligible for sale in the public market once those shares are issued, subject to any applicable vesting requirements, lockup agreements and other restrictions imposed by law. A total number of shares representing 15% of the outstanding shares of the Combined Company Common Stock immediately following consummation of the Business Combination are expected to be reserved for future issuance under the Incentive Plan. The Combined Company is expected to file one or more registration statements on Form S-8 under the Securities Act to register shares of the Combined Company Common Stock or securities convertible into or exchangeable for shares of the Combined Company Common Stock issued pursuant to the Incentive Plan. Any such Form S-8 registration statements will automatically become effective upon filing. Accordingly, shares registered under such registration statements will be available for sale in the open market.

In the future, the Combined Company may also issue its securities in connection with investments or acquisitions. The amount of shares of the Combined Company Common Stock issued in connection with an investment or acquisition could constitute a material portion of the then-outstanding shares of the Combined Company Common Stock. Any issuance of additional securities in connection with investments or acquisitions may result in additional dilution to the Combined Company stockholders.

Colombier currently is, and the Combined Company will be, an “emerging growth company” and a “smaller reporting company” within the meaning of the Securities Act, and if the Combined Company takes advantage of certain exemptions from disclosure requirements available to emerging growth companies and smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

Colombier is currently and, following the consummation of the Merger, the Combined Company will be, an “emerging growth company” and “smaller reporting company” within the meaning of the Securities Act, as modified by the JOBS Act. The Combined Company may continue to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies or smaller reporting companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. As a result, the Combined Company stockholders may not have access to certain information they may deem important. We cannot predict whether investors will find securities issued by the Combined Company less attractive because the Combined Company will rely on these exemptions. If some investors find those securities less attractive as a result of its reliance on these exemptions, the trading prices of the Combined Company’s securities may be lower than they otherwise would be, there may be a less active trading market for the Combined Company’s securities and the trading prices of the Combined Company’s securities may be more volatile.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. Colombier has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Combined Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Combined Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

The Combined Company will remain an emerging growth company until the earliest of: (i) the last day of the fiscal year following the fifth anniversary of the closing of the IPO, (ii) the last day of the fiscal year in which the Combined Company has total annual gross revenue of at least $1.235 billion; (iii) the last day of the fiscal year in which the Combined Company is deemed to be a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of the Combined Company Common Stock held by non-affiliates exceeded $700.0 million as of the last business day of the second fiscal quarter of such year; or (iv) the date on which the Combined Company has issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

The Combined Company may redeem unexpired Public Warrants prior to their exercise at a time that is disadvantageous for warrant holders.

The Combined Company will have the ability to redeem outstanding Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of the Combined Company Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date the Combined Company sends the notice of redemption to the warrant holders. If and when the Public Warrants become redeemable by the Combined Company, the Combined Company

may exercise its redemption right if there is a current registration statement in effect with respect to the shares of the Combined Company Common Stock underlying such warrants. Redemption of the outstanding Public Warrants could force you to: (i) exercise your warrants and pay the related exercise price at a time when it may be disadvantageous for you to do so; (ii) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants; or (iii) accept the nominal redemption price which, at the time the outstanding Public Warrants are called for redemption, is likely to be substantially less than the market value of your warrants. None of the Private Warrants will be redeemable by the Combined Company for cash so long as they are held by the Sponsor or its permitted transferees.

In the event the Combined Company determines to redeem the Public Warrants, holders of our redeemable warrants would be notified of such redemption as described in our warrant agreement. Specifically, in the event that the Company elects to redeem all of the redeemable warrants as described above, the Company will fix a date for the redemption (the “Redemption Date”). Notice of redemption will be mailed by first class mail, postage prepaid, by the Combined Company not less than 30 days prior to the Redemption Date to the registered holders of the redeemable warrants to be redeemed at their last addresses as they appear on the registration books. Any notice mailed in the manner provided in the warrant agreement will be conclusively presumed to have been duly given whether or not the registered holder received such notice. In addition, beneficial owners of the redeemable warrants will be notified of such redemption via the Combined Company’s posting of the redemption notice to DTC. The closing price for the Colombier Class A Common Stock as of May 19, 2023 was $10.115 and has never exceeded the $18.00 threshold that would trigger the right to redeem the Public Warrants following the Closing.

Risks Related to the Redemption

There is no guarantee that a Colombier public stockholder’s decision whether to redeem its shares of Colombier common stock for a pro rata portion of the Trust Account will put such stockholder in a better future economic position.

We cannot assure you as to the price at which a public stockholder may be able to sell the shares of the Combined Company Common Stock in the future following the completion of the Business Combination. Certain events following the consummation of any business combination, including the Merger, may cause an increase in the Combined Company stock price, and may result in a lower value realized now than a Colombier stockholder might realize in the future had the stockholder not elected to redeem such stockholder’s public shares. Similarly, if a Colombier public stockholder does not redeem such stockholder’s shares, such stockholder will bear the risk of ownership of the Combined Company Common Stock after the consummation of the Business Combination, and there can be no assurance that a stockholder can sell such stockholder’s shares of the Combined Company Common Stock in the future for a greater amount than the redemption price set forth in this proxy statement/prospectus. A Colombier public stockholder should consult such stockholder’s own tax or financial advisor for assistance on how this may affect its individual situation.

If Colombier public stockholders fail to comply with the redemption requirements specified in this proxy statement/prospectus, they will not be entitled to redeem their public shares for a pro rata portion of the funds held in the Trust Account.

Colombier intends to comply with the U.S. federal proxy rules in conducting redemptions in connection with the Business Combination. However, despite Colombier’s compliance with these rules, if a Colombier stockholder fails to receive Colombier’s proxy materials, such stockholder may not become aware of the opportunity to redeem its shares of Colombier common stock. In addition, this proxy statement/prospectus provides the various procedures that must be complied with in order to validly tender or redeem public shares. In the event that a public stockholder fails to comply with these or any other procedures, its public shares may not be redeemed.

In order to exercise their redemption rights, public stockholders are required to deliver their public shares, either physically or electronically using The Depository Trust Company’s DWAC System, to Colombier’s transfer agent prior to the vote at the Colombier Special Meeting. If a public stockholder properly seeks redemption as described in this proxy statement/prospectus and the Business Combination is consummated, Colombier will redeem these public shares for a pro rata portion of the funds deposited in the Trust Account and the public stockholder will no longer own such public shares following the Merger. See the section entitled “Colombier Special Meeting of Stockholders — Redemption Rights” for additional information on how to exercise your redemption rights.

If you or a “group” of Colombier stockholders of which you are a part is deemed to hold an aggregate of more than 15% of the public shares, you (or, if a member of such a group, or all of the members of such group in the aggregate) will lose the ability to redeem all such public shares in excess of 15% of the public shares.

A public stockholder, together with any of such stockholder’s affiliates or any other person with whom it is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming in the aggregate such stockholder’s public shares or, if part of such a group, the group’s public shares, in excess of 15% of the public shares, without the prior consent of Colombier. However, Colombier stockholders’ ability to vote all of their public shares (including such excess shares) for or against the Business Combination Proposal is not restricted by this limitation on redemptions. Your inability to redeem any such excess public shares could result in you suffering a material loss on your investment in Colombier if you sell such excess public shares in open market transactions. Colombier cannot assure you that the value of such excess public shares will appreciate over time following the Business Combination or that the market price of the public shares will exceed the per share redemption price.

Under the Inflation Reduction Act of 2022, Colombier may have liability for the 1% stock buyback tax to the extent holders of Colombier Class A Common Stock exercise their Redemption Rights.

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax (the “Excise Tax”) on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The Excise Tax is imposed on the repurchasing corporation itself, not its stockholders from which shares are repurchased. The amount of the Excise Tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the Excise Tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the Excise Tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the Excise Tax. Any share redemption or other share repurchase that occurs after December 31, 2022, in connection with the Business Combination, extension vote or otherwise, may be subject to the Excise Tax. Whether and to what extent we would be subject to the Excise Tax in connection with the Business Combination, extension vote or otherwise will depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the nature and amount of any equity issuances in connection with the Business Combination (or otherwise issued not in connection with the Business Combination but issued within the same taxable year of the Business Combination) and (iii) the content of regulations and other guidance from the Treasury. In addition, because the Excise Tax would be payable by us and not by the redeeming holder, the mechanics of any required payment of the Excise Tax have not been determined. Depending on the number of holders of Colombier Class A Common Stock who exercise their Redemption Rights, the imposition of the Excise Tax could be applicable to Colombier and adversely affect the cash we have available for our operations following the Business Combination.

Risks Related to PSQ

Unless the context otherwise requires, references in this section to “we,” “us” or “our” refer to PSQ.

PSQ has a very limited operating history, which makes it difficult to evaluate its business and prospects.

We have a very limited operating history, which makes it difficult to evaluate our business and prospects or forecast our future results. We are subject to the same risks and uncertainties frequently encountered by new companies in rapidly evolving markets. Our financial results in any given quarter can be influenced by numerous factors, many of which we are unable to predict or are outside of our control, including:

•        market adoption of our platform;

•        our ability to maintain and grow our platform offerings, traffic, and engagement;

•        our ability to attract and retain consumers and business members and advertisers;

•        the success of our influencer and ambassador outreach program;

•        the amount of advertising we can attract to our platform and the pricing of our advertising products;

•        the diversification and growth of our revenue sources beyond current sources, including our ability to successfully launch new products and realize revenues from increased e-commerce functionality on our platform, including through consumer transactions executed in our platform, and through the successful introduction and sale of direct-to-consumer (“D2C”) branded products;

•        our ability to grow and generate revenue from our business to business (“B2B”) offerings;

•        the development and introduction of new products, or services by us or our competitors;

•        increases in marketing, sales, and other operating expenses that we may incur to grow and expand our operations and to remain competitive, and increased expenses we will incur as a public company;

•        legislation and regulation that forces us to change our content policies and practices (including those relating to our products, services and advertisements of our business members);

•        our ability to maintain and increase gross margins and operating margins;

•        system failures or breaches of security or privacy;

•        competition in the markets in which we operate, and our ability to successfully compete; and

•        negative publicity we may encounter as we seek to grow our values-focused business.

To date, PSQ has not generated significant revenues or achieved profitability, and may never generate significant revenues or become profitable.

We have incurred net losses since our inception, and we may not be able to achieve or maintain profitability in the future. We incurred net losses of $6.69 million for the quarter ended March 31, 2023, $6.98 million for the year ended December 31, 2022, and net losses of $1.90 million for the period from February 25, 2021 (inception) through December 31, 2021. Our expenses will likely increase in the future as we develop and launch new offerings and platform features, expand in existing and new markets, increase our sales and marketing efforts and continue to invest in our platform, as well as a result of our becoming a public company. Our efforts to grow our business may be more costly than we expect and may not result in increased revenue or growth in our business. We may be required to make significant capital investments and incur recurring or new costs, and our investments may not generate sufficient returns and our results of operations, financial condition and liquidity may be adversely affected. Any failure to increase our revenue sufficiently to keep pace with our investments and other expenses could prevent us from achieving or maintaining profitability or positive cash flow on a consistent basis or at all. If we are unable to successfully address these risks and challenges as we encounter them, our business, financial condition, results of operations and prospects could be adversely affected. If we are unable to generate adequate revenue growth and manage our expenses, we may continue to incur net losses in the future, which may be substantial, and we may never be able to achieve or maintain profitability. We also expect our costs and expenses to increase in future periods, which could negatively affect our future results of operations if our revenue does not increase. In particular, we intend to continue to expend significant funds to further develop our platform. We will also face increased compliance costs associated with growth, the expansion of our business and consumer member base, and being a public company. Our efforts to grow our business may be more costly than we expect, or the rate of our growth in revenue may be slower than we expect, and we may not be able to increase our revenue enough to offset our increased operating expenses. We may incur significant losses in the future for a number of reasons, including the other risks described herein, and unforeseen expenses, difficulties, complications or delays, and other unknown events. If we are unable to achieve and sustain profitability, the value of our business may significantly decrease.

We believe there is a significant market opportunity for our business, and we intend to invest aggressively to capitalize on this opportunity. These efforts may be more costly than we expect and may not result in increased revenue or growth in our business. Any failure to increase our revenue sufficiently to keep pace with our investments and other expenses could prevent us from achieving or maintaining profitability or positive cash flow. Furthermore, if our future growth and operating performance fail to meet investor or analyst expectations, or if we have future negative cash flow or losses resulting from our investment in acquiring platform consumers and businesses or expanding our operations, this could have a material adverse effect on our business, financial condition and results of operations. We cannot assure you that we will ever achieve or sustain profitability and may continue to incur significant losses going forward. Any failure by us to achieve or sustain profitability on a consistent basis could cause the value of our common stock to decline.

Inflationary pressures, particularly in the United States, could have a material adverse effect on our business, cash flows and results of operations. The U.S. economy is currently experiencing a bout of inflation, in part due a collision of booming demand with constrained supply, forcing prices to rise. To combat inflation, the U.S. Federal Reserve as well as counterparts in other countries have made a series of aggressive interest rate hikes commencing in 2022 and extending into early 2023 in an attempt to cool global economies. Inflation did not have a significant impact on our results of operations for the quarter ended March 31, 2023, the year ended December 31, 2022 and for the period from February 25, 2021 (inception) through December 31, 2021. We anticipate a material increase in labor, cost of sales and operating expenses for at least the remainder of 2023, if not longer.

PSQ’s growth to date may not be sustainable or indicative of future performance.

We have experienced significant member growth in the number of business and consumer members participating on our platform since our inception in 2021. Our month over month (“MoM”) consumer member growth rate (as measured by the number of active consumer members as of the last day of each month) was 30% for the period from May 1, 2022 through April 30, 2023, and our MoM business growth rate (as measured by the number of business members that have joined our platform as of the last day of each month) was 19% for the period from May 1, 2022, through April 30, 2023. We have also experienced significant growth of average daily unique sessions, which refers to the average number of unique IP addresses accessing our platform on mobile and desktop devices in a single day. Since we began tracking this data on January 18, 2023, our average daily unique sessions have grown 181% to an average of 252,709 per day for the month of April 2023, compared to an average of 89,843 sessions per day for the period from January 18, 2023 through January 31, 2023. Our growth has placed and is expected to continue to place significant demands on our management, financial, operational, technological and other resources. The growth and expansion of our business depends on a number of factors, including our ability to:

•        increase awareness of our brand and successfully compete with other companies that compete against us;

•        launch new lines of products, services and functionality, including the ability to conduct e-commerce transactions in our platform and our ability to introduce and successfully launch our D2C products;

•        continue to innovate and introduce new offerings on our platform;

•        maintain and improve our technology platform supporting our app-based platform;

•        identify and maintain key supplier and manufacturer relationships to support our D2C brands;

•        maintain quality control over our product offerings; and

•        expand the number of consumer and business members and advertisers using our platform.

The growth and expansion of our business, including launching new offerings, products, services and functionality such as e-commerce and D2C product sales, will place significant demands on our management, technology and operations teams and require significant additional resources, financial and otherwise, to meet our needs, which may not be available in a cost-effective manner, or at all. We expect to expend substantial resources on:

•        sales and marketing efforts to increase brand awareness, further engaging our existing and prospective consumer and business members, and driving use of our platform and sales of products and services through our platform and supporting our D2C initiatives;

•        product innovation, development and/or acquisition, distribution, marketing and sales efforts;

•        technology platform maintenance to support sales of our products; and

•        general administration, including increased finance, legal, compliance and accounting expenses associated with being a public company.

Our investments may not result in the growth of our business. Even if these investments do result in the growth of our business, if we do not effectively manage our growth, we may not be able to successfully execute on our business plan, respond to competitive pressures, take advantage of market opportunities, satisfy the expectations of consumer or business members or maintain high-quality product offerings, any of which could adversely affect our business,

financial condition, results of operations and prospects. You should not rely on our historical rate of growth as an indication of our future performance or the rate of growth we may experience going forward or with respect to any new products or services we may introduce.

In addition, to support continued growth, we must effectively integrate, develop and motivate existing and new employees while maintaining our corporate culture. We face significant competition for personnel. To attract top talent, we will need to offer competitive compensation and benefits packages. We may also need to increase our employee compensation levels to remain competitive in attracting and retaining talented employees. In addition, we may face challenges in attracting employees whose values align with our own. The risks associated with a rapidly growing workforce may be particularly acute as we expand into new areas, such as the D2C market. Additionally, we may not be able to hire new employees quickly enough to meet our needs. If we fail to effectively manage our hiring needs or successfully integrate new hires, our efficiency, ability to meet forecasts and employee morale, productivity and retention could suffer, which could have an adverse effect on our business, financial condition, results of operations and prospects.

We will also be required to manage numerous relationships with various businesses, suppliers and vendors, service providers, ambassadors and influencers participating in our Outreach Program and other third parties. Further growth of our operations, information technology systems or internal controls and procedures may not be adequate to support our operations. If we are unable to manage the growth of our organization effectively, our business, financial condition, results of operations and prospects may be materially adversely affected.

PSQ may not be successful in growing or maintaining the base of consumer and business members that use its platform.

In order to grow, we must attract, retain and engage our consumer and business members and advertisers on our platform and maintain an active consumer member base. Our active members may not grow, and may decline which, in turn, may affect our continued ability to attract businesses and advertisers to our platform.

If current and potential consumer members of our platform do not perceive their experience with our platform to be useful, or consider the information, services and products that are offered through our platform directory to be relevant to their personal taste and interests, we may not be able to attract new consumer members, retain existing consumer members, recover past consumer members or maintain or increase the frequency and duration of consumer members’ engagement.

Our target demographic market are American consumers who desire to purchase products and services from businesses that share their patriotic, pro-American values. We also may not be able to penetrate our target demographic market in a meaningful manner to grow our number of members. When signing up for our platform, businesses are required to confirm that they respect our five core values. The number of consumers or businesses who are willing to make such a confirmation may be less than we expect, potentially limiting the demand for our platform. Further, a large portion of consumer or business members in the United States may not share our values. These factors may limit our ability to further increase our member base and attract advertisers. If we are unable to increase the base of consumers and businesses actively using our platform, or if our members and advertisers do not believe our platform provides them with sufficient value and utility, our business would be materially and adversely affected.

There are many other factors that could negatively affect member and advertiser growth, retention and engagement, including if:

•        new competitors enter the market with business models similar to ours;

•        competitors mimic our products or product features or create more engaging platforms or products, causing members to utilize their products instead of, or more frequently than, our products;

•        we do not provide a compelling member experience because of the decisions we make regarding our products or the type and frequency of products, services and advertisements that we display on our platform;

•        the content (including products, services and advertisements of our business members) is not relevant to consumer members’ tastes or interests;

•        search queries by consumer members do not yield relevant results;

•        third parties do not permit or continue to permit their content to be displayed on our platform;

•        consumer and business members have difficulty or are blocked from installing, updating or otherwise accessing our platform on mobile devices or web browsers;

•        our adherence to PSQ’s five core values results in business decisions that are not in our best financial interests;

•        there are changes in the amount of time consumer members spend across apps and platforms, including ours;

•        consumer and business members use or spend more time on other platforms that they feel are more relevant or engaging;

•        we are unable to provide engaging and relevant content on our platform;

•        technical or other problems frustrate the consumer and business member experience, particularly if those problems prevent us from delivering our services in a fast and reliable manner;

•        we are no longer able to attract influencers and ambassadors to our Outreach Program or the efforts by influencers and ambassadors on our behalf do not result in meaningful additional engagement with our platform by consumer members, businesses members or advertisers;

•        we are unable to successfully educate consumer members on how to utilize new products and product features that we introduce, such as e-commerce shopping features;

•        unscrupulous manufacturers and suppliers attempt to counterfeit, pirate, sell, and gray market our authentic D2C brands, which would cause us to incur expenses to combat these attacks and could materially and adversely impact our business and harm our reputation;

•        consumer spending levels decrease due to increased inflationary pressures;

•        platform participants behave in ways that negatively affect public perception of our platform;

•        changes in laws and regulations adversely affect our business;

•        we are unable to address member and advertiser concerns regarding the content, privacy and security of our platform;

•        we are unable to combat spam, or hostile, inappropriate, misleading, abusive or offensive content or usage of our products or services;

•        consumer members adopt new technologies that block our products or services or where our products or services may be displaced in favor of other products or services, or may not be featured or otherwise available;

•        our reputation, or public perception of PSQ or persons associated with PSQ;

•        third-party initiatives that may enable greater use of our platform, including consumer discounts or rewards, are discontinued;

•        merchants exist on our platform that do not provide consumer members with positive shopping experiences, for example, if products are not of the quality depicted on the platform or not readily available for purchase, are not priced competitively or for other reasons do are not in line with changing consumer preferences; or

•        there are macro level conditions that are beyond our control, such as national or regional economic or political conditions within the United States that affect our member base and that cause consumer members to spend less time on our platform.

Any failure to increase or any decrease in member growth, retention or engagement would render our platform less attractive to consumer and business members or advertisers, and would materially harm our business, revenue and financial results.

The market for PSQ’s platform and services may not be as large as PSQ believes it to be.

We believe the market for our values-aligned platform is substantial, but it is still relatively new, and it is uncertain to what extent or how widespread market acceptance of our platform will be or how long such acceptance, if achieved, may be sustained. Our success will depend on the willingness of people to widely adopt the PSQ experience, values and the products and services that we offer through our platform. If the public does not perceive our products and services sold through our platform to be beneficial, or chooses not to adopt them as a result of concerns regarding privacy, accessibility, or for other reasons, including an unwillingness to confirm that they respect our five core values or as a result of negative incidents or experiences they encounter through our platform, or instead opt to use alternatives to our platform, then the market for our platform may not continue to grow, may grow slower than we expect, or may not achieve the growth potential we expect, any of which could materially adversely affect our business, financial condition, and results of operations.

PSQ has limited experience with respect to determining the optimal prices and pricing structures for its products and services, which may impact its financial results.

We expect that we may need to change our pricing model from time to time, including as a result of competition, global economic conditions, reductions in spending levels by our consumer and business members and advertisers generally, changes in product mix, pricing studies or changes in how data analytics are employed by organizations. Similarly, as we introduce new products and services, we may have difficulty determining the appropriate price structure for future products and services sold through our platform, including because we may pursue business lines or enter markets in which our current management team has limited prior experience. In addition, as new and existing competitors introduce new products or services that compete with ours, or revise their pricing structures, we may be unable to attract new members and advertisers at the same price or based on the same pricing model as we have used historically. Moreover, as we continue to target selling products and services through our platform to larger organizations, these larger organizations may demand substantial price concessions. As a result, we may be required from time to time to revise our pricing structure or reduce our prices, which could adversely affect our business, operating results, and financial condition.

PSQ’s business faces significant competition, and if we are unable to compete effectively, including for business and consumer members of its platform and for advertising spend, our business and operating results would be adversely affected.

Competition among digital advertising platforms for engagement with our directory information, products and services by business and consumer members, consumers and advertisers is intense. We compete against many companies to attract engagement with our platform including well-established companies that have far greater financial resources and much larger user bases than we have, and companies that offer a variety of internet and mobile device-based information, products and services. As a result, it will require significant effort on our part to attract engagement away from our competitors and our competitors’ platforms may take a variety of actions to retain existing or acquire new platform engagement at the expense of the growth of engagement on our platform, which would negatively affect our business. We believe that our ability to compete effectively for platform engagement will depend upon many factors both within and beyond our control, including:

•        the willingness of business and consumer members to adopt our values-aligned platform and support our mission;

•        the popularity, usefulness and reliability of our platform information, and of the products and services sold through our platform, as compared to that of our competitors;

•        the timing of introduction and market acceptance of the products and services offered through our platform;

•        the continued expansion and adoption of products and services sold through our platform;

•        our ability, and the ability of our competitors, to develop new products and enhancements to existing services;

•        our ability, and the ability of our competitors, to attract, develop and retain influencers and ambassadors for our Outreach Program;

•        our ability to generate revenues from our current and anticipated platform offerings;

•        our ability to attract business members to advertise on our platform;

•        the frequency, relative prominence and appeal of the business members and advertising displayed by us or our competitors;

•        public perceptions about the predominance of certain political viewpoints on our platform, regardless of whether those perceptions are accurate;

•        changes mandated by, or that we elect to make to address, legislation, regulatory constraints or litigation;

•        our ability to attract, retain and motivate talented employees;

•        the costs of developing and procuring new services and products, relative to those of our competitors;

•        acquisitions or consolidation within our industry, which may result in more formidable competitors; and

•        our reputation and brand strength relative to our competitors.

We also face significant competition for advertiser spend. We compete against online and mobile businesses and traditional online directories and platforms, for advertising budgets. In determining whether to buy advertising, our advertisers will consider the demand for our content, demographics of our traffic, advertising rates, results observed by advertisers, and alternative advertising options. The increasing number of digital media options available, including through social networking tools and news aggregation websites, has expanded consumer choice significantly, resulting in traffic fragmentation and increased competition for advertising. In addition, some of our larger competitors have substantially broader content, product or service offerings and leverage their relationships based on other products or services to gain additional share of advertising budgets. Further, we expect that our core values will not appeal to all advertisers, and that as a result the universe of advertisers willing to advertise on our platform may be more limited than may be the case for other platforms and marketplaces. We will need to continue to innovate and improve the monetization capabilities of our platform in order to remain competitive. We believe that our ability to compete effectively for advertiser spend depends upon many factors both within and beyond our control, including:

•        the willingness of advertisers to confirm that they respect our core values;

•        the size and composition of our user base relative to those of our competitors;

•        our advertising targeting capabilities, and those of our competitors;

•        the timing and market acceptance of our advertising content and advertising products, and those of our competitors;

•        our marketing and selling efforts, and those of our competitors;

•        public perceptions about the predominance of certain political viewpoints on our platform, regardless of whether those perceptions are accurate;

•        the pricing for our advertising products and services relative to those of our competitors;

•        the return our advertisers receive from our advertising products and services, and those of our competitors; and

•        our reputation and the strength of our brand relative to our competitors.

The expansion of PSQ’s operations, including in areas not part of its current operations, subjects it to additional risks that can adversely affect its operating results.

We foresee further expansion of our operations as part of our growth strategy. Our current and foreseeable operations subject us to a variety of risks, including:

•        challenges recruiting and retaining talented and capable management and employees;

•        competition from other companies with significant market share in those markets and with better understanding of demand;

•        difficulties in enforcing contracts, collecting accounts receivables, and longer payment cycles;

•        challenges complying with varying securities and competition laws and regulations in other countries;

•        differing regulatory and legal requirements and possible enactment of additional regulations or restrictions, which could delay or prevent the use of our services in some jurisdictions;

•        transaction risk, which may negatively affect our revenue, cost of net revenue, and gross margins, and could result in exchange losses;

•        heightened exposure to political instability, war, pandemics and terrorism; and

•        overlapping of different tax regimes.

Any of these risks could harm our operations and reduce our sales, adversely affecting our business, operating results, financial condition and growth prospects.

PSQ’s business depends on hiring, developing, retaining highly skilled and dedicated team members, and failure to do so, including turnover in the company’s senior management and other key personnel, could have a material adverse effect on PSQ’s business.

PSQ strives to attract, motivate, and retain team members who share a dedication to our five core values and vision, but given the increasingly competitive market for talent, PSQ may not be successful in doing so. Our hiring requirements and employees seeking work elsewhere could impair our ability to meet the demands of our customers and could harm our business especially due to a prolonged gap in skills in the marketplace. Other companies, including competitors, may be successful in recruiting and hiring team members away from PSQ, and it may be difficult for PSQ to find suitable replacements on a timely basis, on competitive terms or at all. In addition, we may experience employee turnover as a result of the ongoing “great resignation” occurring throughout the economy.

None of our employees are covered by a collective bargaining agreement. We consider our relations with our employees to be very positive. Our human capital resources objectives include, as applicable, identifying, recruiting, retaining, incentivizing and integrating our existing and prospective employees. The principal purposes of our incentive plans are to attract, retain and motivate select employees, executive officers and directors through the granting of stock-based compensation awards and cash-based performance bonus awards. If these plans do not successfully incentivize our potential and current employees to join and stay with us, we may experience difficulties meeting the demands of our business and consumer members, which could harm our business and operating results.

If PSQ cannot maintain its company culture as it grows, its success and its business and competitive position may be harmed.

We believe our culture has been a key contributor to our success to date and that the critical nature of the platform that we provide promotes a sense of greater purpose and fulfillment in our employees. Any failure to preserve our culture could negatively affect our ability to retain and recruit personnel, which is critical to our growth, and to our ability to effectively focus on and pursue our corporate objectives. As we grow and develop the infrastructure of a public company, we may find it difficult to maintain these important aspects of our culture. If we fail to maintain our company culture, our business and competitive position may be harmed.

PSQ’s success depends on establishing and maintaining a strong brand and base of business and consumer members of its platform, and any failure to establish and maintain a strong brand or member base would adversely affect PSQ’s future growth prospects.

Since our inception in 2021, we have developed what we believe is a strong brand and base of business and consumer members. Growing, maintaining, protecting and enhancing the “PSQ” brand is critical to expanding our base of business and consumer members and advertisers and increasing the frequency with which they use our platform. We believe that sustaining a favorable reputation for our brand and platform will depend largely on our ability to maintain consumer trust in our solutions and in the quality and integrity of the directory content and other information found and products and services offered through our platform. We believe that having our business members confirm that they respect our five core values helps ensure platform mutual trust in order to protect our brand and drive consumer and business satisfaction and retention. In addition to having our business members confirm our five core values, we

verify and vet our business members for quality and values-alignment by researching the businesses through search engines to assess their public reputation and conducting diligence calls with the businesses. If we do not successfully continue to grow and maintain a strong brand, our business would be adversely affected.

In addition, we have received and expect to continue to receive a high degree of media coverage, including social media coverage, around the world. If such media coverage presents, or relies on, inaccurate, misleading, incomplete, or otherwise damaging information regarding PSQ (or if public perception of PSQ becomes less favorable for any other reason, including shifts in consumer tastes or preferences or other factors, many of which are outside of PSQ’s control), such coverage could damage our reputation in the industry and with current and potential business and consumer members, employees, and investors, and our business, financial condition, results of operations, and growth prospects could be adversely affected.

Negative publicity or media coverage about PSQ or persons or businesses associated with PSQ could adversely affect PSQ’s reputation and its business, results of operations and future growth prospects.

We may receive a high degree of media coverage around the world. Negative publicity or other changes in public perceptions about our company, including our technology, values and ideologies, sales practices, personnel or customer service, or regarding any of our ambassadors and influencers in our Outreach Program or others who publicly support our business, could adversely affect the growth of our business, our reputation or demand for our platform, and diminish confidence in and the use of our products and services sold through our platform. Such negative publicity also could have an adverse effect on the size, engagement, and loyalty of our business and consumer member base and advertisers and result in decreased revenue, which could adversely affect our business and financial results. Because of our industry and the growing use of social and digital media by consumers and third parties generally to disseminate and share information increases the speed and extent to which information, misinformation and opinions can be shared, negative publicity or other information affecting public perception of PSQ, its brands or products on social or digital or other media could adversely affect, potentially swiftly and materially, our business, financial condition and results of operations.

PSQ’s success depends in part on the continued success of its Outreach Program which engages highly influential individuals to act as influencers and ambassadors to advocate for PSQ’s platform and its five core values. Any adverse publicity relating to our ambassadors and influencers, or the loss of their services, could adversely affect PSQ’s success.

We partner with highly influential individuals to increase consumer awareness of the PSQ platform and promote our five core values through our Outreach Program. Our success depends in part on the continued success of our Outreach Program, which engages influencers and ambassadors to promote the PSQ platform. The reputation and popularity of the ambassadors and influencers participating in our Outreach Program has a significant impact on the success of the Outreach Program. Our Outreach Program may be negatively impacted by a number of factors, including the reputation and popularity of our ambassadors and influencers engaged in promoting PSQ. Adverse publicity relating to an ambassador or influencer could adversely impact our revenues and results of operations as well as our ability to maintain or generate a consumer base. Additionally, a decline in the number of ambassadors and influencers or in their popularity, could adversely impact our success. We believe that maintaining and enhancing our Outreach Program is important to our business, financial condition and results of operations. If we fail to maintain and enhance the Outreach Program, or if excessive expenses are incurred in an effort to do so, our business, financial condition and results of operations could be materially and adversely affected.

The failure of PSQ’s ambassadors, influencers or members of its senior management or board of directors to protect their reputation could have a material adverse effect on PSQ’s business, reputation and image. Additionally, if any of its ambassadors, influencers or members of its senior management or board of directors develop a reputation that is misaligned with our five core values, it could have a material adverse effect on PSQ’s business reputation and image.

The failure of our ambassadors, influencers or members of our senior management or board of directors to protect their reputation could have a material adverse effect on our business, reputation and image. Our success is partially dependent on the reputations of these individuals. The reputations of any of our ambassadors’, influencers’ or members of our senior management or board of directors may be harmed due to factors outside our control, including activities in which these individuals might engage in in their personal capacities or on behalf of other endeavors in which they may be involved with, which could negatively impact our image and have a material adverse effect on our business.

Additionally, if any of our ambassadors, influencers or members of our senior management or board of directors develops a reputation that is misaligned with our five core values, it could have a material adverse effect on our business reputation and image. If any of these individuals express views that are incongruent with our five core values, it could have a material adverse effect on our business.

To the extent that our ambassadors, influencers or members of our senior management or board of directors cease to be appealing to consumer members, business members or advertisers, or their reputation is adversely affected, the value of the brands they promote, and the sales of the related products produced by the promoted brands on our platform, could be adversely affected and that adverse effect could be material. Damage to the reputations of our ambassadors, influencers or members of our senior management or board of directors could have a material adverse effect on our results of operations, financial condition and cash flows, as well as require additional resources to maintain or rebuild our reputation.

Certain content or communications by consumer or business members participating on PSQ’s platform could deter current or potential consumer and business members from using PSQ’s platform, and PSQ may face negative publicity, litigation or other legal actions or other potential harm or liability as a result of that content, regardless of whether such content violated any law.

Consumer and business members participating on PSQ’s platform may make controversial communications as part of their business communications, whether on PSQ’s platform or in other settings. Any such content may result in negative publicity, regardless of whether such content violated any law. In addition, any such content, even if not generated by PSQ, may expose us to the risk of litigation or other formal legal action or liability. PSQ may be sued or face regulatory liability for claims relating to communications or information that is made available on its platform, including, but not limited to, claims of defamation, disparagement, intellectual property infringement, or other alleged damages could be asserted against PSQ. Additionally, such content could harm our efforts to attract and retain other consumer and business members and advertisers or result in other harm to our business.

Further, PSQ must continually manage and monitor its platform and detect violations of its terms of service. If a significant amount of conduct that violates its terms of service was not detected and remediated by PSQ in a timely manner, or if a significant amount of information was perceived by members or the media to violate PSQ’s terms of service, whether or not such perceptions were accurate, PSQ’s brand, business and reputation could be harmed. This risk increases as PSQ’s platform continues to grow. In the event PSQ’s members do not agree with PSQ’s policies and procedures or their implementation, such members could decrease their usage of PSQ (or cease using PSQ entirely), which could have a material adverse effect on our business or our results of operations for any period. Additionally, there is a risk that members will make communications that may be viewed as representing certain political viewpoints, leading to public perceptions that PSQ endorses those viewpoints, regardless of whether or not such perceptions are accurate. There can be no guarantee that current or future negative publicity, complaints, allegations, political controversies, investigations or legal proceedings with respect to PSQ’s platform, even if baseless, will not generate adverse publicity that could damage PSQ’s reputation. Any damage to PSQ’s reputation could harm its ability to attract and retain business and consumer members.

PSQ’s five core values may not always align with the interests of its business or its stockholders.

We consider our five core values as a guide to the decisions we make, which we believe are essential to our success in increasing our business and consumer member and advertiser growth rate and engagement and in serving the best, long-term interests of both us and our stockholders. In the past, we have forgone, and may in the future forgo, certain expansion or revenue opportunities that we do not believe are aligned with our five core values, even if our decision may negatively impact our operating results. Decisions that we make based on our five core values that do not align with our business objectives or contribute to the economic value of shares of our capital stock to our stockholders may not result in the benefits that we expect, in which case our member engagement, business, operating results, and financial condition could be harmed.

As a result of the Business Combination, from and after the Closing, the Combined Company will have a dual class multiple voting stock structure. Post-Closing, shares of the Combined Company’s Class A Common Stock, with one vote per share, will be held by all Combined Company stockholders other than the PSQ Founder (Michael Seifert, PSQ’s Founder and Chief Executive Officer, who will be the Chief Executive Officer and Chairman of the Board of the Combined Company immediately after the Closing) and the PSQ Founder will, pursuant to the terms of the Merger

Agreement, hold shares of the Combined Company’s Class C Common Stock, which will provide the PSQ Founder with voting control with respect to all matters to be voted upon by the Combined Company’s stockholders (except for certain matters which require a supermajority vote or the approval of both the Class A Common Stock and Class C Common Stock voting as separate classes, with respect to which the holders of the Class C Common Stock will have sufficient voting power to prevent, but not on their own approve), so long as the PSQ Founder continues to hold shares of Class C Common Stock with the rights and preferences set forth in the Proposed Charter. Accordingly, the PSQ Founder will exercise significant additional control over the direction of the Combined Company and the decisions it makes as a result of his ownership of Class C Common Stock, and the PSQ Founder will have significant influence over how the Combined Company applies PSQ’s five core values and any changes that that the Combined Company may make to its core values in the future.

Any failure by PSQ to attract advertisers or any change in or loss of relationships with advertisers could adversely affect its business and results of operations.

In the quarter ended March 31, 2023, and the year ended December 31, 2022, substantially all of our revenue was generated by the sale of advertising products. Our ability to grow our business depends on our ability to maintain and expand our advertiser base. To do so, we must demonstrate to prospective advertisers of the benefits of our products, including those who may not be familiar with our platform or the products and services offered by us or by business members participating on our platform. In addition, we may incur costs to attract advertisers and these costs could be significant. We must also convince existing and prospective advertisers that our advertising products work to their benefit and achieve their desired return on investment. The universe of advertisers willing to advertise on our platform may be more limited than may be the case for other platforms and marketplaces, as advertisers on our platform are required to confirm that they respect our core values.

Our advertisers do not typically enter into long-term obligations to advertise on our platforms. In addition, we rely heavily on advertising spend by small and medium-sized local business members, which can have high failure rates and often have limited advertising budgets. As a result, we may experience attrition in our advertisers in the ordinary course of business resulting from several factors, including losses to competitors, lower priced competitors, perceptions that our advertising solutions are unnecessary or ineffective, declining advertising budgets, closures and bankruptcies. We must continually add new advertisers both to replace advertisers who choose not to renew their advertising or who go out of business, or otherwise fail to fulfill their advertising contracts with us, and to grow our business. Our advertisers’ decisions to renew will depend on a number of factors, including the degree of satisfaction with the return on their advertising investment in us and their ability to continue their operations and spending levels. If we are unable to attract new advertisers or if existing advertisers do not renew with us or if we experience significant advertiser attrition, our business, financial condition and results of operations would be harmed.

Additionally, most advertisers rely on tools that measure the effectiveness of their advertising campaigns in order to allocate their advertising spend among various formats and platforms. If we are unable to accurately measure the effectiveness of advertising on our platform, or if we are unable to convince advertisers that our platform should be part of their larger advertising budget, our ability to increase the demand and pricing of our advertising tools and maintain or scale our revenue may be limited or decline. Our ability to develop and offer products that accurately measure the effectiveness of an advertising campaign on our platform is critical to our ability to attract new advertisers and retain, and increase spend from, our existing advertisers.

In addition, web and mobile browser developers, such as Apple, Microsoft or Google, have implemented and may continue to implement changes, including requiring additional user permissions, in their browser or device operating system that impair our ability to measure and improve the effectiveness of advertising on our platform. Such changes include limiting the use of first-party and third-party cookies and related tracking technologies, such as mobile advertising identifiers, and other changes that limit our ability to collect information that allows us to attribute members’ actions on advertisers’ websites to the effectiveness of advertising campaigns run on our platform. For example, Apple launched its Intelligent Tracking Prevention (“ITP”) feature in its Safari browser. ITP blocks some or all third-party cookies by default on mobile and desktop and ITP has become increasingly restrictive over time. Apple’s related Privacy-Preserving Ad Click attribution, intended to preserve some of the functionality lost with ITP, would limit cross-site and cross-device attribution, prevent measurement outside a narrowly-defined attribution window, and prevent advertisement re-targeting and optimization. Further, Apple introduced an App Tracking Transparency framework that limits the ability of mobile applications to request an iOS device’s advertising identifier and may also affect our ability to track business and consumer members’ actions off our platform and connect user interactions with

on-platform advertising. Similarly, Google recently announced that it plans to stop supporting third-party cookies in its Google Chrome browser. These web and mobile browser developers have also implemented and may continue to implement changes and restrictions in browser or device functionality that limit our ability to communicate with or understand the identity of our business and consumer members.

These restrictions and changes make it more difficult for us to provide the most relevant advertisements to our consumer members, as well as decrease our ability to measure the effectiveness of, re-target or optimize advertising on our platform. Developers may release additional technology that further inhibits our ability to collect data that allows us to measure the effectiveness of advertising on our platform. Any other restriction, whether by law, regulation, policy (including third-party policies) or otherwise, on our ability to collect and share data which our advertisers find useful or that further reduces our ability to measure the effectiveness of advertising on our platform would impede our ability to attract, grow and retain advertisers. Advertisers and other third parties who provide data that helps us deliver personalized, relevant advertising may restrict or stop sharing this data and it therefore may not be possible for us to collect this data within the platform or from another source.

We rely heavily on our ability to collect data and metrics to help new and existing advertisers understand the performance of advertising campaigns. If advertisers do not perceive our metrics to be accurate representations of our business and consumer members and user engagement, or there are inaccuracies in our metrics, advertisers may decrease or eliminate allocations of their budgets or resources to our platform, which could harm our business, operating results, and financial condition.

If member engagement by business or consumer members on PSQ’s platform fails to increase or declines, its revenue, business and operating results will be harmed.

The number of businesses and consumer members that use our platform and their level of engagement on the platform are critical to our success. We must continue to engage and retain existing business and consumer members on our platform, as well as attract, engage and retain new business and consumer members. The number of business and consumer members on our platform may not continue to grow at the current growth rate in platform participation that we have experienced since inception, if at all, and it may even decline.

If current and potential business and consumer members do not perceive their experience with our platform to be useful, the content generated on the platform to be valuable or relevant or the connections with businesses and consumers that may result from platform engagement to be worthwhile, we may not be able to attract new business and consumer members, retain existing business and consumer members or maintain or increase the frequency and duration of their engagement on our platform. In addition, if our existing business and consumer members decrease the frequency or duration of their engagement or the growth rate or our business and consumer members base slows or reverses, we may be required to incur significantly higher marketing expenses than we currently anticipate in order to acquire new business and consumer members or retain current business and consumer members.

There are many factors that could negatively impact our ability to grow, retain and engage current and prospective businesses and consumer members, including, but not limited to:

•        members failing to migrate their engagement from or increasing their engagement with competitors’ platforms, products or services instead of, or more frequently than, our platform;

•        changes in the amount of time consumer members spend across all applications and platforms, including our platform;

•        our failure to introduce platform enhancements that business and consumer members find engaging, or our introduction of new features, terms, policies or procedures, or making changes to our platform, that are not favorably received by current or prospective business and consumer members;

•        decline in the quality or competitiveness of the businesses or products offered on our platform;

•        technical or other problems frustrating the user experience, such as problems that prevent us from delivering our services in a fast and reliable manner;

•        business and consumer members having difficulty installing, updating or otherwise accessing the PSQ platform on mobile devices or through the app or web browsers;

•        member behavior on our platform changing;

•        decreases in consumer or business member sentiment due to questions about the quality or usefulness of our platform, concerns about the nature of businesses, products and services or advertising content made available on the platform, concerns related to privacy, safety, security, well-being or other factors;

•        consumer members become less able or willing to spend money on values-aligned products and services offered through our platform;

•        changes mandated by legislation, government and regulatory authorities, or litigation that adversely impacts our platform or consumer members;

•        changes to how we promote different features on our platform;

•        public perception of PSQ, its platform or its members becomes less favorable or unfavorable due to actions by platform participants, changes in tastes and interests or other reasons;

•        initiatives designed to attract and retain members and engagement are unsuccessful or discontinued, whether as a result of actions by us, third parties, or otherwise;

•        if we, or other partners and companies or individuals with whom we have commercial or other relationships, or other participants in the industry, are the subject of adverse media reports or other negative publicity; or

•        if we are unable to preserve and enhance our brand and reputation as a trusted values-aligned platform.

Any decrease in member growth, retention or engagement could render our service less attractive to consumer or business members and advertisers, and could harm our business, operating results, and financial condition. In addition, business member affirmation of and adherence to our five core values is a critical feature of our platform because we believe it demonstrates that the business members on the platform are actually values-aligned with us and our consumer members. If business members on our platform are not correctly or accurately verified, or if our verification processes prove to be ineffective, it could result in distortion of perceived growth metrics or adverse member experiences. If we were to change our affirmation and adherence methods, that may adversely impact our ability to add new members or retain existing members and advertisers.

Changes to PSQ’s existing platform and services could fail to attract engagement with its platform and advertisers or fail to generate revenue.

We expect to introduce changes to our existing platform over time and from time to time, and these changes may be significant. For example, in the first quarter of 2023 we introduced the 2.0 version of the PSQ app, and we are in the process of rolling out e-commerce functionality on our platform, which we expect to complete later this year. In addition, we also expect to launch our first D2C brand later this year. The success of our platform and enhancements we make depend substantially on consumer member tastes and preferences that change in often unpredictable ways. If our platform enhancements fail to increase engagement on our platform and attract advertisers, we may fail to generate sufficient revenue or operating profit to justify our investments in these enhancements, and our business and operating results could be adversely affected. In addition, we have launched and expect to continue to launch strategic initiatives, which do not directly generate revenue but which we believe will enhance our attractiveness to consumer and business members on our platform, as well as advertisers. In the future, we expect to invest in new platform innovations, products, services, and initiatives to generate revenue, but there is no guarantee these approaches will be successful or that the costs associated with these efforts will not exceed the revenue generated. If our strategic initiatives do not enhance our ability to monetize our existing platform or enable us to develop new approaches to monetization, we may not be able to maintain or grow our revenue or recover any associated development costs and our operating results could be adversely affected.

If PSQ fails to generate and maintain a sufficiently high quality directory of business members on its platform, it may be unable to provide consumer members with the information they are looking for, which could negatively impact its traffic and revenue.

Our success depends on our ability to provide consumer members with the information they seek, which in turn depends on the quantity and quality of the business member directory information provided by us on our platform. In addition, we may not be able to provide consumer members the information they seek if the information on our platform is not up-to-date. If our platform does not provide useful or current information about local business members, our brand and our business could be harmed.

If we are unable to provide consumer members with the information they seek, or if they can find equivalent or better content on other platforms, they may stop or reduce their use of our platform, and traffic to our website and on our mobile app may decline. If our member traffic declines, our advertisers may also stop or reduce the amount of advertising on our platform and our business could be further harmed.

If PSQ fails to successfully launch its new e-commerce functionality or new D2C product offerings, introduce new platform innovations or expand effectively into new markets, its revenue and its business may be harmed.

A key element of our growth strategy depends on our ability to develop and market new products that appeal to our consumer members. The success of our innovation and product development efforts is affected by our ability to anticipate changes in consumer preferences, the technical capability of our innovation staff, our ability to comply with applicable governmental regulations, and the success of our management and sales and marketing teams in introducing and marketing new products. There can be no assurance that we will successfully develop and market new products that appeal to consumer members. For example, product designs we develop may not contain the product attributes desired by our consumer members. Any such failure, including any failure by our e-commerce functionality to gain market acceptance or generate meaningful transaction activity and revenue or any failure of our D2C branded consumer product initiative, may lead to a decrease in our growth, sales and ability to achieve profitability, which could materially adversely affect our business, financial condition, results of operations and prospects.

Additionally, the development and introduction of new products may require substantial marketing expenditures, which we may be unable to recoup if new products do not gain widespread market acceptance. If we are unsuccessful in meeting our objectives with respect to new or improved products, our business, financial condition, results of operations and prospects could be adversely affected.

PSQ may not be able to expand into or to compete successfully in a highly competitive D2C market.

The D2C product markets in which we hope to operate are highly competitive and rapidly evolving, with many new brands and product offerings emerging in the marketplace. We may face significant barriers to market entry and competition from both established, well-known legacy consumer packaged goods (“CPG”) players and other emerging D2C brands. We will compete based on various product attributes including values-aligned branding, effectiveness, affordability and design, as well as our ability to establish direct relationships with our consumers members through our platform.

Many of our potential competitors have substantially greater financial and other resources than us and some of whose products are well accepted in the marketplace today. Many also have longer operating histories, established supply chains, larger fulfillment infrastructures, greater technical capabilities, faster shipping times, lower-cost shipping, lower operating costs, greater financial, marketing, institutional and other resources and larger consumer bases than we do. These factors may also allow our competitors to derive greater revenue, margins and profits from their existing consumer bases, acquire consumers at lower costs or respond more quickly than we can to new or emerging technologies and changes in product trends and consumer shopping behavior. These competitors may engage in more extensive research and development efforts, enter or expand their presence in any or all of the ecommerce or retail channels where we compete, undertake more far-reaching marketing campaigns, and adopt more aggressive pricing policies, which may allow them to build larger consumer bases or generate revenue from their existing consumer bases more effectively than we do. As a result, these competitors may be able to offer comparable or substitute products to consumers at similar or lower costs. This could put pressure on us to lower our prices, resulting in lower revenue and margins or cause us to lose market share even if we lower prices.

We expect competition in the D2C product markets to continue to increase. We believe that our ability to compete successfully in this market depends upon many factors both within and beyond our control, including:

•        the size and composition of our consumer member base;

•        the number of products that we offer and feature across our platform;

•        consumer member demand for products sold by values-aligned business members;

•        our information technology infrastructure;

•        the quality and responsiveness of our customer service;

•        our selling and marketing efforts;

•        the quality and price of the products that we offer;

•        the convenience of the shopping experience that we provide on our app;

•        our ability to identify and partner with key suppliers and manufacturers;

•        our ability to distribute our products and manage our operations; and

•        our reputation and brand strength.

If we fail to enter into and compete successfully in this market, our business, financial condition, results of operations and prospects could be adversely affected.

PSQ is subject to payments-related risks.

We accept payments using a variety of methods, including credit and debit cards. As we offer new payment options to our business and consumer members, we may be subject to additional regulations, compliance requirements, and fraud. For certain payment methods, including credit and debit cards, we pay interchange and other fees, which may increase over time and raise our operating costs and lower profitability.

We rely on third-party payment processors to process payments, refunds, and reimbursements made generally to us by business members subscribing to our platform and consumer members using our platform. Under our commercial agreements with these third party payment processors, they may terminate the relationships with us. If one of these third parties terminates its relationship with us or refuses to renew its agreement with us on commercially reasonable terms, we could incur substantial delays and expense in finding and integrating an alternative payment service provider to process payments from business members, and the quality and reliability of any such alternative payment service provider may not be comparable. Further, the software and services provided by these third parties may not meet our expectations, may contain errors or vulnerabilities, and could be compromised or experience outages. Additionally, payment processing software is complex and involves automated processes implemented by us and third parties that we engage that can be misinterpreted or susceptible to errors. These risks have caused us, and may in the future cause us, to lose our ability to accept and account for online payments or other payment transactions, which could disrupt our business for an extended period of time, make our platform less convenient and attractive to members, expose business members information to unauthorized disclosures and abuse, and adversely affect our ability to attract and retain business members, or materially adversely affect our business, financial condition, ability to forecast accurately, and results of operations.

If we are unable to maintain our chargeback or refund rates at levels that credit and debit card issuers and payment processors deem acceptable, these entities may increase fees for chargeback transactions or for many or all categories of transactions, may increase the rates of declining transactions, or they may terminate their relationship with us. Any increases in fees could adversely affect our operating results, particularly if we elect not to raise the prices for transactions on our platform to offset the increase. The termination of our ability to process payments on any major credit or debit card or through certain online payment service providers or payment processors could significantly impair our ability to operate our business.

We may also be subject to or voluntarily comply with a number of other laws and regulations relating to money laundering, money transmission, international money transfers, privacy and information security, and electronic fund transfers. If we are found to be in violation of such applicable laws or regulations, we could be subject to civil and criminal penalties or forced to cease our payments processing services or otherwise make changes to our business practices.

The D2C market is subject to unique risks related to payment, which, if realized, could adversely impact PSQ’s business, financial condition and results of operations.

The anticipated introduction and sale of our D2C branded products will likely require us to accept online payments using a variety of methods, including credit cards, debit cards, gift cards, and other forms of payment. As a result of offering such payment methods, we may become subject to regulations and compliance requirements (including obligations to implement enhanced authentication processes that could result in significant costs and reduce the ease of use of our payments products), as well as the risk of payment fraud. For certain payment methods, including credit and debit cards, we may incur interchange and other fees, which may increase over time and raise our operating costs and lower profitability. We would need to rely on third parties to provide certain PSQ-branded payment methods and payment processing services, including the processing of credit cards and debit cards. In each case, it could disrupt our business if these companies become unwilling or unable to provide these services to us. We would also be subject to payment card association operating rules, including data security rules, certification requirements, and rules governing electronic funds transfers, which could change or be reinterpreted to make it difficult or impossible for us to comply. Failure to comply with these rules or requirements, as well as any breach, compromise, or failure to otherwise detect or prevent fraudulent activity involving our data security systems, could result in our being liable for card issuing banks’ costs, subject to fines and higher transaction fees, and loss of our ability to accept credit and debit card payments from our business and consumer members, process electronic funds transfers, or facilitate other types of online payments, and our business and operating results could be adversely affected.

We would also be subject to or voluntarily comply with a number of other laws and regulations relating to payments, money laundering, international money transfers, privacy, data use, data protection, data security, data localization, network security, consumer protection, and electronic fund transfers. If we were found to be in violation of applicable laws or regulations, we could be subject to additional requirements and civil and criminal penalties, or forced to cease providing certain services.

The D2C model may expose PSQ to significant inventory risks.

The introduction and sale of our D2C branded products may expose us to significant inventory risks that may adversely affect our operating results, as a result of seasonality, new product launches, rapid changes in product cycles and pricing, defective merchandise, warranty claims, recalls, changes in consumer and business member demand and spending patterns, changes in consumer member tastes with respect to our products, and other factors. Despite our best efforts, we may not be able to accurately predict these trends and avoid overstocking or understocking D2C products we would manufacture and sell. Demand for products can change significantly between the time inventory or components are ordered and the date of sale. In addition, if we begin selling or manufacturing a new D2C product, it may be difficult to establish vendor relationships, determine appropriate product or component selection, and accurately forecast demand. The acquisition of certain types of inventory or components requires significant lead-time and prepayment and they may not be returnable. Any one of the inventory risk factors set forth above may adversely affect our operating results.

Uncertain global macro-economic and political conditions could materially and adversely affect PSQ’s results of operations and financial condition.

Our results of operations could be materially affected by economic and political conditions in the United States and internationally, including inflation, deflation, interest rates, availability of capital, war, terrorism, aging infrastructure, pandemics, energy and commodity prices, trade laws, election cycles and the effects of governmental initiatives to manage economic conditions. Current or potential business and consumer members may delay or decrease spending on our products and services sold through our platform as their business and/or budgets are impacted by economic conditions. The inability of current and potential business and consumer members to pay us for products and services sold through our platform may adversely affect our earnings and cash flows.

If PSQ fails to maintain adequate operational and financial resources, PSQ may be unable to execute its business plan or maintain high levels of service and member satisfaction.

We have experienced, and expect to continue to experience, rapid growth, which has placed, and may continue to place, significant demands on our management and our operational and financial resources. Our organizational structure may become more complex as we scale our operational, financial, compliance and management controls, as well as our reporting systems and procedures, and expand internationally. As we continue to grow, we will face challenges of integrating, developing, training, and motivating a growing employee base and navigating a complex regulatory landscape. If we fail to successfully manage our anticipated growth and change, the quality of our products and services sold through our platform may suffer, which could negatively affect our brand and reputation and harm our ability to attract and retain consumer and, business members and advertisers on our platform.

To manage growth in our operations and personnel, we will need to continue to grow and improve our operational, financial, and management controls and our reporting systems and procedures. We will require significant capital expenditures and the allocation of valuable management resources to grow and change in these areas. Our expansion has placed, and our expected future growth will continue to place, a significant drain on our management, consumer and business member experience, research and development, sales and marketing, administrative, financial, and other resources.

We anticipate that significant additional investments will be required to scale our operations and increase productivity, to address the needs of consumer and business members and advertisers or members of our platform, to further develop and enhance products and services sold through our platform, and to expand into new areas and to scale with our overall growth. If additional investments are required due to significant growth, this will increase our costs, which may adversely affect our ability to become or remain profitable.

PSQ may not be able to scale its systems, technology, or network infrastructure to ensure that its platform is accessible.

It is important to our success that our platform members be able to access our platform at all times. We have previously experienced, and may experience in the future, service disruptions, outages and other performance problems due to a variety of factors, including infrastructure changes, human or software errors, capacity constraints due to the number of members accessing our platform simultaneously, and denial of service or fraud or security attacks. In some instances, we may not be able to identify the cause or causes of these performance problems within an acceptable period of time. It may become increasingly difficult to maintain and improve the availability of our platform, especially during peak usage times and as our solutions become more complex and our member traffic increases. If our platform is unavailable when members attempt to access it or it does not load as quickly as they expect, members may seek other services to obtain the information for which they are looking, and may not return to our platform as often in the future, or at all. This would negatively impact our ability to attract members and advertisers and increase the frequency with which they use our website and mobile app. We expect to continue to make significant investments to maintain and improve the availability of our platform and to enable rapid releases of new features and products. To the extent that we do not effectively address capacity constraints, upgrade our systems as needed and continually develop our technology and network architecture to accommodate actual and anticipated changes in technology, our business and operating results may be harmed.

Our disaster recovery program contemplates transitioning our platform and data to a backup center in the event of a catastrophe. Our platform runs within a hybrid cloud service provider inside a virtual private cloud. It utilizes many managed services, as well as a mixture of elastic compute cloud. We currently use multiple availability zones within that region for fault tolerance, redundancy and high availability. We have not yet tested the procedure in full, and the transition procedure may take several days or more to complete. During this time, our platform may be unavailable in whole or in part to our members.

PSQ may in the future make acquisitions, and such acquisitions could disrupt its operations, and may have an adverse effect on its operating results.

In order to expand our business, we have made and expect to continue to make acquisitions as part of our growth strategy. The success of our future growth strategy will depend on our ability to identify, negotiate, complete and integrate acquisitions and, if necessary, to obtain satisfactory debt or equity financing to fund those acquisitions. Acquisitions are inherently risky, and any acquisitions we complete may not be successful. Any acquisitions that we may undertake in the future involve numerous risks, including, but not limited to, the following:

•        difficulties in integrating and managing the operations, personnel, systems, technologies, and products of the companies we acquire;

•        diversion of our management’s attention from normal daily operations of our business;

•        our inability to maintain the key business relationships and the reputations of the businesses we acquire;

•        uncertainty of entry into markets in which we have limited or no prior experience and in which competitors have stronger market positions;

•        our inability to increase revenue from an acquisition;

•        increased costs related to acquired operations and continuing support and development of acquired products;

•        our responsibility for the liabilities of the businesses we acquire;

•        potential goodwill and intangible asset impairment charges and amortization associated with acquired businesses;

•        adverse tax consequences associated with acquisitions;

•        changes in how we are required to account for our acquisitions under U.S. generally accepted accounting principles (“GAAP”), including arrangements that we assume from an acquisition;

•        potential negative perceptions of our acquisitions by consumer and business members, financial markets or investors;

•        failure to obtain required approvals from governmental authorities under competition and antitrust laws on a timely basis, if at all, which could, among other things, delay or prevent us from completing a transaction, or otherwise restrict our ability to realize the expected financial or strategic goals of an acquisition;

•        our inability to apply and maintain our internal standards, controls, procedures and policies to acquired businesses;

•        potential loss of key employees of the companies we acquire;

•        potential security vulnerabilities in acquired products that expose us to additional security risks or delay our ability to integrate the product into our service offerings;

•        difficulties in increasing or maintaining security standards for acquired technology consistent with our other services, and related costs;

•        ineffective or inadequate controls, procedures and policies at the acquired company;

•        inadequate protection of acquired IP rights; and

•        potential failure to achieve the expected benefits on a timely basis or at all.

Acquisitions involve many complexities, including, but not limited to, risks associated with the acquired business’ past activities, difficulties in integrating personnel and human resource programs, integrating technology systems and other infrastructures under the Combined Company’s control, unanticipated expenses and liabilities,

and the impact on our internal controls and compliance with the regulatory requirements under the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”). There is no guarantee that our acquisitions will increase the profitability and cash flow of the Combined Company, and our efforts could cause unforeseen complexities and additional cash outflows, including financial losses. As a result, the realization of anticipated synergies or benefits from acquisitions may be delayed or substantially reduced.

Additionally, acquisitions or asset purchases made entirely or partially for cash may reduce our cash reserves or require us to incur debt under credit agreements or otherwise. We may seek to obtain additional cash to fund any acquisition by selling equity or debt securities. We may be unable to secure the equity or debt funding necessary to finance future acquisitions on terms that are acceptable to us. If we finance acquisitions by issuing equity, convertible debt or other equity-linked securities, our existing stockholders will experience ownership dilution. The incurrence of debt may subject us to financial or other covenants, or other constraints on our business. The occurrence of any of the foregoing risks associated with acquisitions could have a material adverse effect on our business, results of operations, financial condition or cash flows, particularly in the case of a larger acquisition or substantially concurrent acquisitions.

PSQ will be subject to numerous risks relating to the need to comply with data and information privacy laws.

We are or may become subject to data privacy and securities laws and regulations that apply to the collection, transmission, storage, use, processing, destruction, retention and security of personal information. PSQ’s current privacy policies and practices, which are publicly available at https://publicsq.com/privacy, are designed to comply with privacy and data protection laws in the United States. These policies and practices inform members how PSQ handles their personal information and, as permitted by law, allow members to change or delete the personal information in their member accounts. The legislative and regulatory landscape for privacy and data protection continues to evolve in the United States, both federally and at the state level, as well as in other jurisdictions worldwide, and these laws and regulations may at times be conflicting. It is possible that these laws may be interpreted and applied in a manner that is inconsistent from one jurisdiction or is inconsistent with our practices, and our efforts to comply with the evolving data protection rules may be unsuccessful. We must devote significant resources to understanding and complying with this changing landscape. Failure to comply with federal, state, provincial and international laws regarding privacy and security of personal information could expose us to penalties under such laws, orders requiring that we change our practices, claims for damages or other liabilities, regulatory investigations and enforcement action (including fines and penalties), litigation, significant costs for remediation, and damage to our reputation and loss of goodwill, any of which could have a material adverse effect on our business, financial condition, results of operations and prospects. Although we endeavor to comply with our published privacy policies and related documentation, and all applicable privacy and security laws and regulations, we may at times fail to do so or may be perceived to have failed to do so. Even if we have not violated these laws and regulations, government investigations into these issues typically require the expenditure of significant resources and generate negative publicity, which could have a material adverse effect on our business, financial condition, results of operations and prospects. Additionally, if we are unable to properly protect the privacy and security of personal information, including sensitive personal information (e.g. financial information), we could be found to have breached our contracts with certain third parties.

There are numerous U.S. and Canadian federal, state, and provincial laws and regulations related to the privacy and security of personal information. Determining whether protected information has been handled in compliance with applicable privacy standards and our contractual obligations can be complex and may be subject to changing interpretation. For example, in 2018, California enacted the California Consumer Privacy Act (“CCPA”), which, among other things, requires new disclosures to California consumers and affords such consumers new abilities to opt out of certain sales of information and may restrict the use of cookies and similar technologies for advertising purposes. The CCPA, which became effective on January 1, 2020, was amended on multiple occasions and is the subject of regulations issued by the California Attorney General regarding certain aspects of the law and its application. Moreover, California voters approved the California Privacy Rights Act (the “CPRA”) in November 2020. The CPRA significantly modifies the CCPA, creating additional obligations relating to consumer data, with enforcement beginning July 1, 2023. Aspects of the CCPA and CPRA remain unclear, resulting in further uncertainty and potentially requiring us to modify our data practices and policies and to incur substantial additional costs and expenses in an effort to comply. Similar laws have been proposed, and likely will be proposed, in other states and at the federal level, and if passed, such laws may have potentially conflicting requirements that would make compliance challenging. Similar state laws have been passed in Virginia, Colorado, Utah and Connecticut and other states are expected to follow. If we fail to comply with applicable privacy laws, we could face civil and criminal fines or penalties.

Failing to take appropriate steps to keep consumers’ personal information secure, or misrepresentations regarding our current privacy practices, can also constitute unfair acts or practices in or affecting commerce and be construed as a violation of Section 5(a) of the Federal Trade Commission Act (the “FTCA”), 15 U.S.C. § 45(a). The Federal Trade Commission (“FTC”) expects a company’s data security measures to be reasonable and appropriate in light of the sensitivity and volume of consumer information it holds, the size and complexity of its business, and the cost of available tools to improve security and reduce vulnerabilities. The FTC may also bring an action against a company who collects or otherwise processes personal information for any statements it deems misleading or false contained in privacy disclosures to consumers. While we use best efforts to comply with our published privacy policies and related documents, we may at times fail to do so, or may be perceived to have failed to do so. In addition, we may unsuccessful in achieving compliance if our personnel, partners, or service providers fail to comply with our published privacy policies and related documentation. Such failures can subject us to potential foreign, local, state and federal action if they are found to be deceptive, unfair, or misrepresentative of our actual practices. In addition, state attorneys general are authorized to bring civil actions seeking either injunctions or damages in response to violations that threaten the privacy of state residents. We cannot be sure how these regulations will be interpreted, enforced or applied to our operations. In addition to the risks associated with enforcement activities and potential contractual liabilities, our ongoing efforts to comply with evolving laws and regulations at the federal and state level may be costly and require ongoing modifications to our policies, procedures and systems.

As our business grows, we may also become subject to international privacy laws regulating the collection, transmission, storage, use, processing, destruction, retention and security of personal information. For example, in the European Union, the collection, transmission, storage, use, processing, destruction, retention and security of personal data is governed by the provisions of the General Data Protection Regulation (the “GDPR”) in addition to other applicable laws and regulations. The GDPR came into effect in May 2018, repealing and replacing the European Union Data Protection Directive, and imposing revised data privacy and security requirements on companies in relation to the processing of personal data of European Union data subjects. The GDPR, together with national legislation, regulations and guidelines of the European Union Member States governing the collection, transmission, storage, use, processing, destruction, retention and security of personal data, impose strict obligations with respect to, and restrictions on, the collection, use, retention, protection, disclosure, transfer and processing of personal data. The GDPR also imposes strict rules on the transfer of personal data to countries outside the European Union that are not deemed to have protections for personal information, including the United States. The GDPR authorizes fines for certain violations of up to 4% of the total global annual turnover of the preceding financial year or €20 million, whichever is greater. Such fines are in addition to any civil litigation claims by data subjects. Separately, Brexit has led and could also lead to legislative and regulatory changes and may increase our compliance costs. As of January 1, 2021, and the expiry of transitional arrangements agreed to between the United Kingdom and the European Union, data processing in the United Kingdom is governed by a United Kingdom version of the GDPR (combining the GDPR and the Data Protection Act 2018), exposing us to two parallel regimes, each of which authorizes similar fines and other potentially divergent enforcement actions for certain violations. On June 28, 2021, the European Commission adopted an adequacy decision for the United Kingdom, allowing for the relatively free exchange of personal information between the European Union and the United Kingdom. Other jurisdictions outside the European Union are similarly introducing or enhancing privacy and data security laws, rules and regulations, which could increase our compliance costs and the risks associated with noncompliance.

Overall, because of the complexity of these laws, the changing obligations and the risk associated with our collection and use of data, we cannot guarantee that we are, or will be, in compliance with all applicable U.S., Canadian, or other international regulations as they are enforced now or as they evolve.

PSQ is subject to cybersecurity risks and interruptions or failures in its information technology systems and as it grows, it will need to expend additional resources to enhance its protection from such risks. Any cyber incident could result in information theft, data corruption, operational disruption, loss of members or advertisers on its platform and/or a financial loss that has a material adverse impact on PSQ’s business and that could subject it to legal claims.

We rely on sophisticated information technology (“IT”) systems and infrastructure to support our business. At the same time, cybersecurity incidents, including deliberate attacks, malware, viruses, ransomware attacks, denial of service attacks, phishing schemes, and other attempts to harm IT systems are prevalent and have increased, including due to the possibility that the ongoing conflict between Russia and Ukraine and the escalating tensions between China and Taiwan could result in increased cyber-attacks or cybersecurity incidents by state actors or others. Our

technologies, systems and networks and those of our vendors, suppliers and other business partners may become the target of cyberattacks or information security breaches that could result in the unauthorized release, gathering, monitoring, misuse, loss or destruction of proprietary and other information, or other disruption of business operations. In addition, certain cyber incidents, such as surveillance or vulnerabilities in widely used open source software, may remain undetected for an extended period. Our systems for protecting against cybersecurity risks may not be sufficient. As the sophistication of cyber incidents continues to evolve, we have been and will likely continue to be required to expend additional resources to continue to modify or enhance our protective measures or to investigate and remediate any vulnerability to cyber incidents. Additionally, any of these systems may be susceptible to outages due to fire, floods, power loss, telecommunications failures, usage errors by employees, computer viruses, cyber-attacks or other security breaches or similar events. The failure of any of our IT systems may cause disruptions in our operations, which could adversely affect our revenues and profitability, and lead to claims related to the disruption of our services from members of the PSQ platform and advertisers.

Hackers and data thieves are increasingly sophisticated and operate large-scale and complex automated attacks, which may remain undetected until after they occur. Despite our efforts to protect our information technology networks and systems, payment processing, and information, we may not be able to anticipate or to implement effective preventive and remedial measures against all data security and privacy threats. Our security measures may not be adequate to prevent or detect service interruption, system failure, data loss or theft, or other material adverse consequences. No security solution, strategy, or measures can address all possible security threats. Our applications, systems, networks, software, and physical facilities could have material vulnerabilities, be breached, or personal or confidential information could be otherwise compromised due to employee error or malfeasance, if, for example, third parties attempt to fraudulently induce our personnel or our business members to disclose information or usernames and/or passwords, or otherwise compromise the security of our networks, systems and/or physical facilities. We cannot be certain that we will be able to address any such vulnerabilities, in whole or part, and there may be delays in developing and deploying patches and other remedial measures to adequately address vulnerabilities, and taking such remedial steps could adversely impact or disrupt our operations. We expect similar issues to arise in the future as products and services sold through our platform are more widely adopted, and as we continue to introduce future products and services. An actual or perceived breach of our security systems or those of our third party service providers may require notification under applicable data privacy regulations or for customer relations or publicity purposes, which could result in reputational harm, costly litigation (including class action litigation), material contract breaches, liability, settlement costs, loss of sales, regulatory scrutiny, actions or investigations, a loss of confidence in our business, systems and payment processing, a diversion of management’s time and attention, and significant fines, penalties, assessments, fees, and expenses. The costs to respond to a security breach or to mitigate any security vulnerabilities that may be identified could be significant, and our efforts to address these problems may not be successful. These costs include, but are not limited to: retaining the services of cybersecurity providers; complying with requirements of existing and future cybersecurity, data protection and privacy laws and regulations, including the costs of notifying regulatory agencies and impacted individuals; and maintaining redundant networks, data backups, and other damage-mitigation measures. We could be required to fundamentally change our business activities and practices in response to a security breach or related regulatory actions or litigation, which could have an adverse effect on our business. Additionally, most jurisdictions have enacted laws requiring companies to notify individuals, regulatory authorities, and others of security breaches involving certain types of data. Such mandatory disclosures are costly, could lead to negative publicity, may cause our customers to lose confidence in the effectiveness of our security measures, and require us to expend significant capital and other resources to respond to or alleviate problems caused by the actual or perceived security breach.

We may not have adequate insurance coverage for handling cyber security incidents or breaches, including fines, judgments, settlements, penalties, costs, attorney fees, and other impacts that arise out of incidents or breaches. If the impacts of a security incident or breach, or the successful assertion of one or more large claims against us that exceeds our available insurance coverage, or results in changes to our insurance policies (including premium increases or the imposition of large deductible or co-insurance requirements), it could harm our business. In addition, we cannot be sure that our existing insurance coverage will continue to be available on acceptable terms or that our insurers will not deny coverage as to all or part of any future claim or loss. Moreover, our privacy risks are likely to increase as we continue to expand, grow our consumer and business member base, and process, store, and transmit increasingly large amounts of personal or sensitive data.

Issues in the use of artificial intelligence, including machine learning and computer vision (together, “AI”), in PSQ’s analytics platforms may result in reputational harm or liability.

AI is enabled by or integrated into some of our analytics platforms and is a growing element of our business offerings going forward. As with many developing technologies, AI presents risks and challenges that could affect its further development, adoption, and use, and therefore our business. AI algorithms may be flawed. Data sets may be insufficient, of poor quality, or contain biased information. Inappropriate or controversial data practices by data scientists, engineers, and end-users of our systems could impair the acceptance of AI solutions. If the analyses that AI applications assist in producing are deficient or inaccurate, we could be subjected to competitive harm, potential legal liability, and brand or reputational harm. Some uses of AI present ethical issues, and our judgment as to the ethical concerns may not be accurate. If we use AI as part of our platform in a manner that is controversial because of the purported or real impact on our business members or vendors, this may lead to adverse results for our financial condition and operations or the financial condition and operations of our business members, which may further lead to us experiencing competitive harm, legal liability and brand or reputational harm.

PSQ currently relies upon third-party providers of cloud-based infrastructure to host its products. Any disruption in the operations of these third-party providers, limitations on capacity or interference with its use could adversely affect PSQ’s business, financial condition and results of operations.

We outsource substantially all of the infrastructure relating to our cloud-accessible products to third-party hosting services. Our cloud-based products depend on protecting the virtual cloud infrastructure hosted by third-party hosting services by maintaining its configuration, architecture, features and interconnection specifications, as well as the information stored in these virtual data centers, which is transmitted by third-party internet service providers. Any limitation on the capacity of our third-party hosting services could impede our ability to onboard new consumers and business members or expand the usage of our existing business and consumer members, which could adversely affect our business, financial condition and results of operations. In addition, any incident affecting our third-party hosting services’ infrastructure may be caused by human error, intentional bad acts, cybersecurity incidents, earthquakes, hurricanes, floods, fires, war, terrorist attacks, power losses, hardware failures, systems failures, telecommunications failures and similar events. A prolonged service disruption affecting our cloud-based solution for any of the foregoing reasons would negatively impact our ability to serve our business and consumer members and could damage our reputation with current and potential business and consumer members, expose us to liability, cause us to lose business and consumer members or otherwise harm our business. We may also incur significant costs for using alternative equipment or taking other actions in preparation for, or in reaction to, events that damage the third-party hosting services we use.

In the event that our service agreements with our third-party hosting services are terminated, or there is a lapse of service, elimination of services or features that we utilize, interruption of internet service provider connectivity or damage to such facilities, we could experience interruptions in access to our platform as well as significant delays and additional expense in arranging or creating new facilities and services and/or re-architecting our cloud solution for deployment on a different cloud infrastructure service provider, which could adversely affect our business, financial condition and results of operations.

We rely on various information technology systems, including our licensed Sage-Intacct enterprise resource planning (“ERP”) system to manage our operations, which subjects us to inherent costs and risks associated with maintaining, upgrading, replacing and changing systems, including impairment of our information technology, potential disruption of our internal control systems, substantial capital expenditures, demands on management time, adequate training and other risks of delays or difficulties in upgrading, transitioning to new systems or of integrating adjoining systems to our current systems. Such changes or disruptions can have a material adverse impact in delivering financial information on a timely basis to the SEC and the public markets.

If PSQ infringes on the intellectual property (“IP”) of others, it could be exposed to substantial losses and face restrictions on its operations.

We may become subject to legal claims alleging that we have infringed the IP rights of others. To date, we have not fully evaluated the extent to which other parties may bring claims that our technology, including our use of open source software, infringes on the IP rights of others. The availability of damages and royalties and the potential for injunctive relief have increased the costs associated with litigating and settling patent infringement claims. Any claims, whether or not meritorious, could require us to spend significant time, money, and other resources in litigation, pay

damages and royalties, develop new IP, modify, design around, or discontinue existing products, services, or features, or acquire licenses to the IP that is the subject of the infringement claims. These licenses, if required, may not be available at all or have acceptable terms. As a result, IP claims against us could have a material adverse effect on our business, prospects, financial condition, operating results and cash flows.

Inadequate technical and legal IP protections could prevent us from defending or securing our proprietary technology and IP.

Our success is dependent, in part, upon protecting our proprietary information and technology. We may be unsuccessful in adequately protecting our IP. No assurance can be given that confidentiality, non-disclosure, or invention assignment agreements with our employees, consultants, or other parties will not be breached and will otherwise be effective in controlling access to and distribution of our platform or solutions, or certain aspects of our platform or solutions, and proprietary information. Further, these agreements do not prevent our competitors from independently developing technologies that are substantially equivalent or superior to our platform or solutions. Additionally, certain unauthorized use of our IP property may go undetected, or we may face legal or practical barriers to enforcing our legal rights even where unauthorized use is detected.

PSQ’s ability to implement our business plan successfully depends in part on our ability to further build brand recognition using our trademarks, service marks, proprietary products, trade secrets and other IP, including our name and logos.

We rely on U.S. trademark, copyright, and trade secret laws, as well as license agreements, nondisclosure agreements, and confidentiality and other contractual provisions to protect our IP. The success of our business depends on our continued ability to use our existing trademarks, trade names, and service marks to increase brand awareness and further develop our brand as we expand into new markets. We have registered and applied to register trademarks and service marks in the United States. We may not be able to adequately protect our trademarks and service marks, and our competitors and others may successfully challenge the validity or enforceability of our trademarks and service marks and other IP. There can also be no assurance that pending or future U.S. trademark applications will be approved in a timely manner or at all, or that such registrations will effectively protect our brand names and trademarks.

If PSQ fails to adequately protect its proprietary IP rights, its competitive position could be impaired and it may lose valuable assets, generate reduced revenue and incur costly litigation to protect its rights.

Our success depends, in part, on our ability to protect our proprietary IP rights, including certain methodologies, practices, tools, technologies and technical expertise we utilize in designing, developing, implementing and maintaining applications and processes and related technologies. To date, we have relied primarily on trademarks, trade secrets and other IP laws, non-disclosure agreements with our employees, consultants and other relevant persons and other measures to protect our IP, and intend to continue to rely on these and other means, including and not limited to patent protection, in the future. However, the steps we take to protect our IP may be inadequate, and we may choose not to pursue or maintain protection for our IP in the United States or foreign jurisdictions. We will not be able to protect our IP if we are unable to enforce our rights or if we do not detect unauthorized use of our IP. Despite our precautions, it may be possible for unauthorized third parties to copy our technology and use information that we regard as proprietary to create technology that competes with ours.

Further, the laws of some countries do not protect proprietary rights to the same extent as the laws of the United States, and mechanisms for enforcement of IP rights in some foreign countries may be inadequate. To the extent we expand our international activities, our exposure to unauthorized copying and use of our technologies and proprietary information may increase. Accordingly, despite our efforts, we may be unable to prevent third parties from infringing upon, misappropriating or otherwise violating our technology and IP.

We rely in part on trademarks, trade secrets, proprietary know-how and other confidential information to maintain our competitive position. Although we enter into non-disclosure and invention assignment agreements with our employees, enter into non-disclosure agreements with our business members, consultants and other parties with whom we have strategic relationships and business alliances and enter into IP assignment agreements with our consultants and vendors, no assurance can be given that these agreements will be effective in controlling access to and distribution of our technology and proprietary information. Further, these agreements do not prevent our competitors from independently developing technologies that are substantially equivalent or superior to our products.

Engagement by consumer and business members on PSQ’s platform, and ability to monetize its platform depend upon effective operation within and compatibility with operating systems, networks, devices, web browsers and standards, including mobile operating systems, networks, and standards that it does not control.

We make our content available across a variety of operating systems and through websites. We are dependent on the compatibility of our content with popular devices, desktop and mobile operating systems, and web browsers that we do not control, such as Android, and iOS. Any changes in such systems, devices or web browsers that degrade the functionality of our content or give preferential treatment to competitive content could adversely affect usage of our content.

A significant portion of our traffic accesses our content and services through mobile devices and, as a result, our ability to grow traffic, engagement and advertising revenue is increasingly dependent on our ability to generate revenue from content viewed and engaged with on mobile devices. A key element of our strategy is focusing on mobile applications (“apps”), and we expect to continue to devote significant resources to the creation and support of developing new and innovative mobile products, services and apps. We are dependent on the interoperability of our content and our apps with popular mobile operating systems, streaming tools, networks and standards that we do not control, such as the Android and iOS operating systems. We may not be successful in maintaining or developing relationships with key participants in the mobile industry or in developing content that operates effectively with these technologies, systems, tools, networks, or standards. Any changes in such systems, or changes in our relationships with mobile operating system partners, or mobile carriers, or in their terms of service or policies that reduce or eliminate our ability to distribute and monetize our content, impair access to our content by blocking access through mobile devices, make it hard to readily discover, install, update or access our content and apps on mobile devices, limit the effectiveness of advertisements, give preferential treatment to competitive, or their own, content or apps, limit our ability to measure the effectiveness of branded content, or charge fees related to the distribution of our content or apps could adversely affect the consumption and monetization of our content on mobile devices. Additionally, if the number of platforms for which we develop our product expands, it will result in an increase in our operating expenses. In the event that it is more difficult to access our content or use our apps and services, particularly on mobile devices, or if our members choose not to access our content or use our apps on their mobile devices or choose to use mobile products that do not offer access to our content or our apps, or if the preferences of our traffic require us to increase the number of platforms on which our product is made available to our traffic, our traffic growth, engagement, advertising targeting and monetization could be harmed and our business and operating results could be adversely affected.

PSQ’s business depends on continued and unimpeded access to its directory information and services on the internet, which in turn relies on third-party telecommunications and internet service providers (“ISPs”). If PSQ or those who engage with its content experience disruptions in such internet service for any reason, such as the failure of ISPs to provide reliable services, or if ISPs are able to block, degrade or charge for access to PSQ’s content and services, it could incur additional expenses and the loss of traffic and advertisers.

Products and services sold through our platform depend on the ability of members to access our platform and the services available on our platform via the internet. Currently, PSQ relies on services from third-party telecommunications providers in order to provide services to its business members and their customers. In addition, PSQ depends on its ISPs to provide uninterrupted and error-free service through their networks. PSQ exercises little control over these third-party providers, which increases its vulnerability to problems with the services they provide. Furthermore, telecommunications and ISPs have significant market power in the broadband and internet access marketplace, including incumbent telephone companies, cable companies, mobile communications companies and government-owned service providers.

Moreover, when internet problems occur, it may be difficult to identify the source of the problem and confirm whether it is due to the acts and omissions of our service providers or another cause. Service disruption or outages, whether caused by PSQ’s service, the products or services of PSQ’s third-party service providers, or PSQ’s business members or their customers’ equipment and systems, may result in loss of market acceptance of its platform and any necessary repairs or other remedial actions may force it to incur significant costs and expenses.

Additionally, laws or regulations that adversely affect the growth, popularity or use of the internet, including changes to laws or regulations impacting internet neutrality, could decrease the demand for our products or offerings, increase our operating costs, require us to alter the manner in which we conduct our business and/or otherwise adversely affect our business. We could experience discriminatory or anti-competitive practices that could impede our growth, cause us to

incur additional expense or otherwise negatively affect our business. For example, paid prioritization could enable ISPs to impose higher fees and otherwise adversely impact our business. Internationally, government regulation concerning the internet, and in particular, network neutrality, may be developing or may not exist at all. Within such an environment, without network neutrality regulations, we could experience discriminatory or anti-competitive practices that could impede both our and our business members domestic and international growth, increase our costs or adversely affect our business.

Real or perceived errors, failures or bugs in PSQ’s platform or products could materially and adversely affect its operating results and growth prospects.

The software underlying our platform and products is highly technical and complex. Our software has previously contained, and may now or in the future contain, undetected errors, bugs or vulnerabilities. In addition, errors, failures and bugs may be contained in open source software utilized in building and operating our products or may result from errors in the deployment or configuration of open source software. Some errors in our software may only be discovered after the software has been deployed or may never be generally known. Any errors, bugs or vulnerabilities discovered in our software after it has been deployed, or never generally discovered, could result in interruptions in platform availability, product malfunctioning or data breaches, and thereby result in damage to our reputation, adverse effects upon members, loss of consumer and business members and relationships with third parties, including social media networks, loss of revenue or liability for damages. In some instances, we may not be able to identify the cause or causes of these problems or risks within an acceptable period of time.

PSQ has offered and intends to continue to offer incentives, including economic incentives, to influencers and ambassadors in its Outreach Program to join and promote the PSQ platform, and these arrangements have involved and are expected to continue to involve fixed payment obligations or the issuances of equity that are not contingent on actual revenue or performance metrics generated by the applicable influencer, which may adversely impact PSQ’s financial performance, results of operations and liquidity.

Our consumer and business member base and member engagement and advertiser growth are directly driven by the information and services available on our platform. As part of our Outreach Program, we have partnered with a number of influential individuals to promote our platform as influencers and ambassadors, which has enabled our significant platform growth. Our goal is to attract even more influencers and ambassadors to our platform, further accelerating our platform’s growth, and we have offered and intend to continue to offer incentives, including economic incentives, to influencers and ambassadors to join our Outreach Program. These incentives have or may include cash incentives and equity grants. To the extent our revenue and/or member growth assumptions associated with any influencer or ambassador do not meet our expectations or realize our expected return on investment, our financial performance, results of operations and liquidity may be negative impacted. In addition, to the extent any influencers, ambassadors, members of our management team, members of our board, or others who are associated with or promote our business are the subject of negative publicity, such negative publicity our any relationship we have with any such person may adversely affect our business.

The loss of Michael Seifert, PSQ’s Founder and Chief Executive Officer, or other key personnel, or failure to attract and retain other highly qualified personnel, could harm PSQ’s business.

Our future success depends in large part on the continued services of senior management and other key personnel. In particular, we are dependent on the services of Michael Seifert, PSQ’s Founder and Chief Executive Officer, who is critical to the future vision and strategic direction of our business. We rely on our leadership team and key employees in the areas of engineering, sales and product development, design, marketing, operations, strategy, security, financial, legal and general and administrative functions. Our senior management and other key personnel are all employed on an at-will basis, which means that their employment could be terminated by us at any time, for any reason, and without notice. Conversely, employees may voluntarily terminate their employment at any time, for any reason, and without notice, and the risk of forfeiting equity incentives and/or losing other employee benefits might not be sufficient incentive for them to remain employed with us. We currently maintain key-person life insurance policies on all of our officers. If we lose the services of our senior management or other key personnel, or if we are unable to attract, train, assimilate, and retain the highly skilled personnel that we need, our business, operating results, and financial condition could be adversely affected.

Our future success depends on our continuing ability to attract, train, assimilate, and retain highly skilled personnel, including software engineers and sales personnel. We face intense competition for qualified individuals from numerous software and other technology companies. We may not be able to retain our current key employees or attract, train, assimilate, or retain other highly skilled personnel in the future. We may incur significant costs to attract and retain highly skilled personnel, and we may lose new employees to our competitors or other technology companies before we realize the benefit of our investment in recruiting and training them. As we move into new geographies, we will need to attract and recruit skilled personnel in those areas. If we are unable to attract and retain suitably qualified individuals who are capable of meeting its growing technical, operational, and managerial requirements, on a timely basis or at all, our business, operating results, and financial condition may be adversely affected.

PSQ may be unable to successfully grow its business if it fails to compete effectively with others to attract and retain its executive officers and other key management and technical personnel.

We believe our future success depends upon our ability to attract and retain highly competent personnel. Our employees are at-will and not subject to employment contracts. We could potentially lose the services of any of our senior management personnel at any time due to a variety of factors that could include, without limitation, death, incapacity, military service, personal issues, retirement, resignation or competing employers. Our ability to execute current plans could be adversely affected by such a loss. We may fail to attract and retain qualified technical, sales, marketing and managerial personnel required to continue to operate our business successfully. Personnel with the expertise necessary for our business are scarce and competition for personnel with proper skills is intense.

In addition, new hires frequently require extensive training before they achieve desired levels of productivity. Additionally, attrition in personnel can result from, among other things, changes related to acquisitions, retirement and disability. We may not be able to retain existing key technical, sales, marketing and managerial employees or be successful in attracting, developing or retaining other highly-qualified technical, sales, marketing and managerial personnel, particularly at such times in the future as we may need to fill a key position. If we are unable to continue to develop and retain existing executive officers or other key employees or are unsuccessful in attracting new highly-qualified employees, our financial condition, cash flows, and results of operations could be materially and adversely affected.

PSQ may have increasing difficulty attracting and retaining qualified outside independent board members.

The directors and management of publicly traded corporations are increasingly concerned with the extent of their personal exposure to lawsuits and shareholder claims, as well as governmental and creditor claims that may be made against them in connection with their positions with publicly held companies. Outside directors are becoming increasingly concerned with the availability of directors’ and officers’ liability insurance to pay on a timely basis the costs incurred in defending shareholder claims. Directors’ and officers’ liability insurance is expensive and difficult to obtain. The SEC and the NYSE have also imposed higher independence standards and certain special requirements on directors of public companies. Accordingly, it may become increasingly difficult to attract and retain qualified outside directors to serve on our board of directors.

The requirements of being a public company may strain PSQ’s resources, divert management’s attention and affect its ability to attract and retain qualified independent board members.

As a public company, we are subject to the reporting and corporate governance requirements of the Exchange Act, the listing requirements of the NYSE and other applicable securities rules and regulations, including the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”). Compliance with these rules and regulations will increase our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on our systems and resources, particularly after we are no longer an “emerging growth company” as defined in the JOBS Act. Among other things, the Exchange Act requires that we file annual, quarterly and current reports with respect to our business and results of operations and maintain effective disclosure controls and procedures and internal control over financial reporting. In order to improve our disclosure controls and procedures and internal control over financial reporting to meet this standard, significant resources and management oversight may be required. As a result, management’s attention may be diverted from other business concerns, which could harm our business, financial condition, results of operations and prospects. Although we have already hired additional personnel to help comply with these requirements, we may need to further expand our legal and finance departments in the future, which will increase our costs and expenses.

In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time-consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expense and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies, regulatory authorities may initiate legal proceedings against us and our business and prospects may be harmed. As a result of disclosure of information in the filings required of a public company and in this proxy statement/prospectus, our business and financial condition will become more visible, which may result in threatened or actual litigation, including by competitors and other third parties. If such claims are successful, our business, financial condition, results of operations and prospects could be materially harmed, and even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our management and materially harm our business, financial condition, results of operations and prospects.

Stock trading volatility could impact PSQ’s ability to recruit and retain employees.

Following the consummation of the Business Combination, volatility or lack of appreciation in our stock price may also affect our ability to attract and retain our key employees. Employees may be more likely to leave us if the shares they own or the shares underlying their vested equity have not significantly appreciated in value relative to the original purchase price of the shares or the exercise price of the options, or conversely, if the exercise price of the options that they hold are significantly above the market price of our common stock. If we are unable to retain our employees, or if we need to increase our compensation expenses to retain our employees, our business, operating results, and financial condition could be adversely affected.

PSQ could face employee claims.

We could face employee claims against us based on, among other things, wage and hour violations, discrimination, harassment, or wrongful termination that may also create not only legal and financial liability, but also negative publicity that could adversely affect us and divert our financial and management resources that would otherwise be used to benefit the future performance of our operations.

Members of PSQ’s management team have limited or no prior experience managing a public company.

Most of the members of our senior management team have no experience managing a publicly traded company, interacting with public company investors, and complying with the increasingly complex laws pertaining to public companies. Our management team may not successfully or efficiently manage our transition to being a public company, which will subject us to significant regulatory oversight and reporting obligations under the federal securities laws and the continuous scrutiny of securities analysts, investors and regulators. These new obligations and constituents will require significant attention from our senior management and could divert their attention away from the day-to-day management of our business, which could harm our business, results of operations, and financial condition.

PSQ will be an Emerging Growth Company, making comparisons to non-Emerging Growth companies difficult or impossible.

We will be an Emerging Growth Company (“EGC”) as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not EGCs including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts EGCs from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not

have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. This exemption may make comparison of our financial statements with other public companies that are neither EGCs nor EGCs that have opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

There can be no assurance that PSQ will be able to comply with the continued listing standards of the NYSE.

Our continued eligibility for listing may depend on the number of shares that are redeemed in connection with the Business Combination. If, after the Business Combination, NYSE delists our securities from trading on its exchange for failure to meet the listing standards, and we are not able to list such securities on another national securities exchange, then the securities of PSQ could be quoted on an over-the-counter market. If this were to occur, we and our stockholders could face significant material adverse consequences, including:

•        a limited availability of market quotations for our securities;

•        reduced liquidity for our securities;

•        a determination that the Class A Common Stock is a “penny stock,” which will require brokers trading the Class A Common Stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for shares of Class A Common Stock;

•        a limited amount of news and analyst coverage; and

•        a decreased ability for us to issue additional securities or obtain additional financing in the future.

If, following the Business Combination, securities or industry analysts do not publish or cease publishing research or reports about PSQ, its business, or its market, or if they change their recommendations regarding PSQ’s securities adversely, the price and trading volume of PSQ’s securities could decline.

The trading market for our securities will be influenced by the research and reports that industry or securities analysts may publish about us, our business, markets, revenue streams, and competitors. Securities and industry analysts do not currently, and may never, publish research on us. If no securities or industry analysts commence coverage of us, our share price and trading volume would likely be negatively impacted. If any of the analysts who may cover us adversely change their recommendation regarding our shares of common stock, or provide relatively more favorable recommendations with respect to competitors, the price of our shares of common stock would likely decline. If any analyst who may cover us were to cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our share price or trading volume to decline.

PSQ may be exposed to risk if it cannot enhance, maintain, and adhere to its internal controls and procedures.

As a public company trading on the NYSE, we will have significant requirements for enhanced financial reporting and internal controls. The process of designing and implementing effective internal controls is a continuous effort that will require us to anticipate and react to changes in our business accounting, auditing and regulatory requirements and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company, and we are still early in the process of generating a mature system of internal controls and integration across business systems. If we are unable to establish or maintain appropriate internal financial reporting controls and procedures, it could cause us to fail to meet our reporting obligations on a timely basis, result in material misstatements in our financial statements, and harm our operating results.

Matters impacting our internal controls may cause us to be unable to report our financial information in an accurate manner or on a timely basis and thereby subject us to adverse regulatory consequences, including sanctions by the SEC or violations of NYSE rules. There also could be a negative reaction in the financial markets due to a loss of investor confidence in us and the reliability of our financial statements. Confidence in the reliability of our financial statements also could suffer if we or our independent registered public accounting firm continue to report a material weakness in our internal controls over financial reporting. This could materially adversely affect us and lead to a decline in the market price of our common stock.

Our independent registered public accounting firm identified a material weakness in our internal control over financial reporting as of December 31, 2022. If PSQ is unable to develop and maintain an effective system of internal control over financial reporting, it may not be able to accurately report its financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented, or detected and corrected on a timely basis.

Effective internal controls are necessary to provide reliable financial reports and reduce the risk of fraud. We continue to evaluate measures to remediate the material weakness. These remediation measures may be time consuming and costly and there is no assurance that these initiatives will ultimately have the intended effects.

If any new material weaknesses are identified in the future, any such newly identified material weakness could limit our ability to prevent or detect a misstatement of our accounts or disclosures that could result in a material misstatement of our annual or interim financial statements. In such case, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable NYSE listing requirements, investors may lose confidence in our financial reporting and our share price may decline as a result. We cannot assure you that the measures we have taken to date, or any measures we may take in the future, will be sufficient to avoid potential future material weaknesses.

Additionally, if our revenue and other accounting, auditing or tax systems do not operate as intended or do not scale with anticipated growth in our business, the effectiveness of our internal controls over financial reporting could be adversely affected. Any failure to develop, implement, or maintain effective internal controls related to our revenue and other accounting, auditing or tax systems and associated reporting could materially adversely affect our business, results of operations, and financial condition or cause us to fail to meet our reporting obligations.

We have encountered difficulties with growth and change. If we fail to address these difficulties in assessing data usage, if the personnel handling our accounting, auditing or finance function fail to perform at an appropriate level for a public company, or if other weaknesses in internal controls are detected, it may be determined that we have a material weakness. In addition, most of our employees who work within our accounting, auditing and financial reporting functions have limited to no experience managing a publicly traded company and have limited to no experience implementing, monitoring and enforcing the internal financial, auditing and accounting controls for a publicly traded company. The identification of a material weakness could result in regulatory scrutiny and cause investors to lose confidence in our reported financial condition and otherwise have a material adverse effect on our business, financial condition, cash flow or results of operations.

We are in the process of designing and implementing measures to improve our internal control over financial reporting to remediate any possible material weaknesses, primarily by implementing additional review procedures within our accounting, auditing and finance department, hiring additional staff, designing and implementing information technology and application controls in our financially significant systems, and, if appropriate, engaging external auditing and accounting experts to supplement our internal resources in our computation and review processes. While we are designing and implementing measures to remediate the material weaknesses, we cannot predict the success of such measures or the outcome of our assessment of these measures at this time. We can give no assurance that these measures will remediate either of the deficiencies in internal control or that additional material weaknesses or significant deficiencies in our internal control over financial reporting will not be identified in the future. Our failure to implement and maintain effective internal control over financial reporting could result in errors in our financial statements that may lead to a restatement of our financial statements or cause us to fail to meet our reporting obligations.

As a public company, we will be required, pursuant to Section 404 of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting for each annual report on Form 10-K to be filed with the SEC. This assessment will need to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting. We will be required to disclose changes made in our internal controls and procedures on a quarterly basis. To comply with the requirements of being a public company, we expect to need to undertake various actions, such as implementing new internal controls and procedures and hiring accounting or internal audit staff. Failure to comply with the Sarbanes-Oxley Act could

potentially subject us to sanctions or investigations by the SEC, the NYSE or other regulatory authorities, which would require additional financial and management resources. We have begun the costly and challenging process of compiling the system and processing documentation necessary to perform the evaluation needed to comply with Section 404, but we may not be able to complete our evaluation, testing and any required remediation in a timely fashion.

PSQ’s independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about PSQ’s ability to continue as a “going concern.”

To date, our primary sources of liquidity since our inception in 2021 have been through funding from financing activities. We reported operating and net losses for the quarter ended March 31, 2023, the year ended December 31, 2022 and for the period from February 25, 2021 (inception) through December 31, 2021 and had negative cash flows from operations for the year ended December 31, 2022. As a result, the audit opinion of our independent registered public accounting firm accompanying our audited financial statements included in this proxy statement/prospectus includes an explanatory paragraph that expresses substantial doubt about our ability to continue as a going concern. Our management’s plans in regard to these matters are discussed in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The financial statements do not include any adjustments that might result from our inability to continue as a going concern. If we do not realize sufficient capital from our Business Combination with Colombier we may be required to raise additional capital or funds from other sources, and our ability to continue as a going concern could be materially adversely affected.

As a public company, PSQ will incur increased expense associated with the costs of being a public company.

Following the consummation of the Business Combination, we will face a significant increase in insurance, legal, auditing, accounting, administrative and other costs and expenses as a public company that we do not currently incur as a private company. The Sarbanes-Oxley Act, including the requirements of Section 404 of that Act, as well as rules and regulations subsequently implemented by the SEC, the Dodd-Frank Act and the rules and regulations promulgated and to be promulgated thereunder, the Public Company Accounting Oversight Board (“PCAOB”), the SEC and the NYSE, impose additional reporting and other obligations on public companies. Compliance with public company requirements will increase our costs and make certain activities more time-consuming. A number of those requirements will require us to carry out activities that we have not done previously. For example, we will create new board committees and adopt new internal controls and disclosure controls and procedures. In addition, additional expenses associated with SEC reporting requirements will be incurred. Furthermore, if any issues in complying with those requirements are identified (for example, if our independent registered accounting firm identifies a material weakness or significant deficiency in the internal control over financial reporting), we could incur additional costs to remediate those issues, and the existence of those issues could adversely affect our reputation or investor perceptions of it. Being a public company could make it more difficult or costly for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage with increased self-retention risk or incur substantially higher costs to obtain the same or similar coverage. Being a public company could also make it more difficult and expensive for us to attract and retain qualified persons to serve on our board of directors, board committees or as executive officers. Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our common stock, fines, sanctions and other regulatory action and potentially civil litigation.

The additional reporting and other obligations imposed by various rules and regulations applicable to public companies will increase legal and financial compliance costs and the costs of related legal, auditing, accounting and administrative activities. These increased costs will require us to divert a significant amount of money that could otherwise be used to expand the business and achieve strategic objectives. Advocacy efforts by shareholders and third-parties may also prompt additional changes in governance and reporting requirements, which could further increase costs.

Litigation or legal proceedings could expose PSQ to significant liabilities and have a negative impact on PSQ’s reputation or business.

From time to time, we may be party to various claims and litigation proceedings.

Even when not merited, the lawsuits and other legal proceedings may divert management’s attention, and we may incur significant expenses in pursuing or defending these lawsuits or other legal proceedings. The results of litigation and other legal proceedings are inherently uncertain, and adverse judgments or settlements in some of these legal

disputes may result in adverse monetary damages, penalties or injunctive relief against us, which could negatively impact our financial position, cash flows or results of operations. Any claims or litigation, even if fully indemnified or insured, could damage our reputation and make it more difficult to compete effectively or to obtain adequate insurance in the future.

Furthermore, while we maintain insurance for certain potential liabilities, our insurance does not cover all types and amounts of potential liabilities and is subject to various exclusions as well as caps on amounts recoverable. Even if we believe a claim is covered by insurance, insurers may dispute our entitlement to recovery for a variety of potential reasons, which may affect the timing and, if the insurers prevail, the amount of our recovery.

Changes in tax rates, changes in tax treatment of companies engaged in e-commerce, or the adoption of new tax legislation may adversely impact PSQ’s financial results.

Due to shifting economic and political conditions in both the United States or elsewhere, tax policies, laws, or rates may be subject to significant changes in ways that impair PSQ’s financial results. Various jurisdictions have enacted or are considering digital services taxes, which could lead to inconsistent and potentially overlapping tax regimes. In the United States, the rules dealing with federal, state and local income taxation are constantly under review by persons involved in the legislative process and by the Internal Revenue Service and the United States Treasury Department. Changes to tax laws (which changes may have retroactive application) could adversely us. In recent years, many such changes have been made and changes are likely to continue to occur in the future. It cannot be predicted whether, when, in what form, or with what effective dates, new tax laws may be enacted, or regulations and rulings may be promulgated or issued under existing or new tax laws, which could result in an increase in our tax liability or require changes in the manner in which we operates in order to minimize or mitigate any adverse effects of changes in tax law or in the interpretation thereof.

PSQ’s ability to use our net operating loss carryforwards to offset future taxable income may be subject to certain limitations.

As of December 31, 2022 and 2021, we had federal net operating loss (“NOL”) carryforwards of approximately $4.6 million and $2.4 million, respectively, which may be available to offset future federal income tax liabilities. The deductibility of such U.S. federal NOLs each year is limited to 80% of our taxable income for such year. In addition, under Section 382 of the Internal Revenue Code of 1986, as amended, the amount of benefits from our NOL carryforwards may be impaired or limited if we incur a cumulative ownership change of more than 50% over a three-year period. We have not conducted a study to determine if any such changes have occurred that could limit our ability to use our NOL carryforwards. We may have experienced ownership changes in the past and the Business Combination is expected to result in an ownership change. As a result, our use of our U.S. federal NOL carryforwards will likely be limited. Any such disallowance may result in greater tax liabilities than we would incur in the absence of such a limitation and any increased liabilities could adversely affect our business, results of operations, financial position and cash flows.

Compliance obligations imposed by new privacy laws, laws regulating social media platforms and online speech in the U.S., or industry practices may adversely affect PSQ’s business.

New laws and regulations could restrict our ability to conduct marketing by, for example, restricting the emailing or targeting of members or use of certain technologies like AI. For example, federal, state and foreign governmental authorities continue to weigh the privacy implications inherent in the use of third-party “cookies” and other methods of online tracking for behavioral advertising and other purposes. Regulatory authorities have enacted and, continue to consider legislation that could significantly restrict the ability of companies to engage this these activities, by regulating the consumer notice and consent requirements before a company can employ cookies and similar tracking technologies, or how companies can use the data gathered by such technologies. Similarly, private market participants may deploy technologies or require certain practices that limit our ability to obtain or use certain information about our business and consumer members. For example, Google has indicated that it will ultimately phase out the use of cookies to track members of its search services in future versions of its Chrome web browser, and Apple has updated its iOS mobile operating system to require app developers to obtain opt-in consent before tracking members of its various services. If these types of changes are implemented (or as a result of their implementation), our ability to determine how our business and consumer members are using our services and to use targeted advertising in a

PSQ’s issuance of additional capital stock in connection with financings, acquisitions, investments, the Incentive Plan, the ESPP or otherwise will dilute all other stockholders.

We expect to issue additional capital stock in the future that will result in dilution to all other stockholders. We expect to grant equity awards to employees, directors and consultants under the Incentive Plan and grant options to our employees under the ESPP. We may also raise capital through equity financings in the future. As part of our business strategy, we may acquire or make investments in complementary companies, products or technologies and issue equity securities to pay for any such acquisition or investment. Any such issuances of additional capital stock may cause stockholders to experience significant dilution of their ownership interests and the per share value of our common stock to decline.

PSQ may require substantial additional funding to finance its operations, but adequate additional financing may not be available when it needs it, on acceptable terms or at all.

Since our inception, we have financed our operations and capital expenditures primarily through equity investments. In the future, we could be required to raise capital through public or private financing or other arrangements. Such financing may not be available on acceptable terms, or at all, and our failure to raise capital when needed could harm our business. In addition, inflation rates in the U.S. have been higher than in previous years, which may result in higher costs of capital and constrained credit and liquidity. The Federal Reserve has raised, and may again raise, interest rates in response to concerns over inflation risk. Increases in interest rates could impact our ability to access the capital markets. We may sell equity securities or debt securities in one or more transactions at prices and in a manner as we may determine from time to time. If we sell any such securities in subsequent transactions, our current investors may be materially diluted. Any debt financing, if available, may involve restrictive covenants and could reduce our operational flexibility or achieve profitability. If we cannot raise funds on acceptable terms, we may not be able to grow our business or respond to competitive pressures and consumer member demand.

We may need to raise additional funds, and we may not be able to obtain additional debt or equity financing on favorable terms, if at all. For example, the amount of proceeds realized in connection with the consummation of the Business Combination is dependent on a number of factors, including the level of redemptions and any funds the Combined Company raises through any private placement investment or through any other financing. While the Merger Agreement provides for a minimum cash condition, we have the right to waive such condition. Accordingly, we may need to raise additional financing following the completion of the Business Combination, and such additional financing may be required more quickly than we anticipate and may not be available to us upon favorable terms, if at all.

If we raise additional equity financing, our shareholders may experience significant dilution of their ownership interests and the per share value of our ordinary shares could decline. Furthermore, if we engage in debt financing, the holders of debt would have priority over the holders of our ordinary shares, and we may be required to accept terms that restrict our ability to incur additional indebtedness. We may also be required to take other actions that would otherwise be in the interests of the debt holders and force us to maintain specified liquidity or other ratios, any of which could harm our business, results of operations, and financial condition. If we need additional capital and cannot raise it on acceptable terms, we may not be able to, among other things:

•        develop or enhance our products;

•        to expand our sales and marketing and research and development organizations;

•        acquire complementary technologies, products or businesses;

•        expand operations in the United States or internationally;

•        hire, train, and retain employees; or

•        respond to competitive pressures or unanticipated working capital requirements.

Our failure to have sufficient capital to do any of these things could harm our business, financial condition, and results of operations.

Future sales of the Combined Company’s common stock could cause the market price for its common stock to decline.

We cannot predict the effect, if any, that market sales of shares of our common stock or the availability of shares of our common stock for sale will have on the market price of our common stock prevailing from time to time. Sales of substantial amounts of shares of our common stock in the public market, or the perception that those sales will occur, could cause the market price of our common stock to decline or be depressed.

After the consummation of the Business Combination, we may issue our securities if we need to raise capital in connection with a capital expenditure, working capital requirement or acquisition. The number of shares of our common stock issued in connection with a capital expenditure, working capital requirement or acquisition could constitute a material portion of our then-outstanding shares of common stock. Any perceived excess in the supply of our shares in the market could negatively impact our share price and any issuance of additional securities in connection with investments or acquisitions may result in additional dilution to you.

Any acquisitions, partnerships or joint ventures that PSQ enters into could disrupt its operations and have a material adverse effect on its business, financial condition and results of operations.

From time to time, we may evaluate potential strategic acquisitions of businesses, including partnerships or joint ventures with third parties. We may not be successful in identifying acquisition, partnership and joint venture candidates. In addition, we may not be able to continue the operational success of such businesses or successfully finance or integrate any businesses that we acquire or with which we form a partnership or joint venture. We may have potential write-offs of acquired assets and/or an impairment of any goodwill recorded as a result of acquisitions. Furthermore, the integration of any acquisition may divert management’s time and resources from our core business and disrupt our operations or may result in conflicts with our business. Any acquisition, partnership or joint venture may not be successful, may reduce our cash reserves, may negatively affect our earnings and financial performance and, to the extent financed with the proceeds of debt, may increase our indebtedness. We cannot ensure that any acquisition, partnership or joint venture we make will not have a material adverse effect on our business, financial condition and results of operations.

PSQ does not intend to pay cash dividends for the foreseeable future.

We currently intend to retain our future earnings, if any, to finance the further development and expansion of our business and do not intend to pay cash dividends in the foreseeable future. Any future determination to pay dividends will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, restrictions contained in the Stockholders’ Agreement and future agreements and financing instruments, business prospects and such other factors as our board of directors deems relevant.

Limited insurance coverage and availability may prevent PSQ from obtaining insurance to cover all risks of loss.

We intend to insure certain products and launches to the extent that insurance is available at acceptable premiums. This insurance will not protect us against all losses due to specified exclusions, deductibles and material change limitations, and it may be difficult to insure against certain risks.

Although we intend to obtain and maintain insurance for director and officers, cybersecurity, business owner, commercial general liability and workman’s compensation, any determination we make as to whether to obtain insurance coverage will depend on a variety of factors, including the availability of insurance in the market, the cost of available insurance and the redundancy of our operating entities. Higher premiums on insurance policies will increase our costs and consequently reduce our operating income by the amount of such increased premiums. If the terms of these insurance policies become less favorable than those currently available, there may be limits on the amount of coverage that we can obtain or we may not be able to obtain insurance at all. Even if obtained, our insurance will not cover any loss in revenue incurred as a result of a partial or total loss.

Moreover, our insurance coverage may be inadequate to cover our liabilities related to such hazards or operational risks. In addition, passenger insurance may not be accepted or may be prohibitive to procure. Moreover, we may not be able to maintain adequate insurance in the future at rates we consider reasonable and commercially justifiable, and insurance may not continue to be available on terms as favorable as our current arrangements. The occurrence of a significant uninsured claim, or a claim in excess of the insurance coverage limits maintained by us, could harm our business, financial condition and results of operations.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Defined terms included below shall have the same meaning as terms defined and included elsewhere in this proxy statement/prospectus.

Introduction

The following unaudited pro forma condensed combined financial information presents the combination of financial information of Colombier and PSQ, adjusted to give effect to the Business Combination and related transactions. The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses” to depict the accounting for the transaction (“Transaction Accounting Adjustments”) and present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management’s Adjustments”). Colombier has elected not to present Management’s Adjustments and will only be presenting Transaction Accounting Adjustments in the unaudited pro forma condensed combined financial information.

The following unaudited pro forma condensed combined balance sheet as of March 31, 2023 assumes that the Business Combination occurred on March 31, 2023. The unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2023 and for the year ended December 31, 2022 presents pro forma effect to the Business Combination as if it had been completed on January 1, 2022.

The unaudited pro forma condensed combined financial statements have been presented for illustrative purposes only and do not necessarily reflect what the Combined Company’s financial condition or results of operations would have been had the acquisition occurred on the dates indicated. Further, the pro forma condensed combined financial information also may not be useful in predicting the future financial condition and results of operations of the Combined Company. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.

The historical financial information of Colombier was derived from the audited financial statements of Colombier as of and for the year ended December 31, 2022 and the unaudited condensed consolidated financial statements of Colombier as of and for the three months ended March 31, 2023, included elsewhere in this proxy statement/prospectus. The historical financial information of PSQ was derived from the audited financial statements of PSQ as of and for the year ended December 31, 2022 and the unaudited condensed consolidated financial statements of PSQ as of and for the three months ended March 31, 2023, which are included elsewhere in this proxy statement/prospectus. This information should be read together with Colombier’s and PSQ’s audited and unaudited condensed consolidated financial statements, and related notes, the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Colombier” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of PSQ” and other financial information included elsewhere in this proxy statement/prospectus.

Description of the Business Combination

On February 27, 2023, Colombier entered into a Merger Agreement by and among Colombier, Merger Sub, the Sponsor, and PSQ. Pursuant to the terms of the Merger Agreement, a business combination between Colombier and PSQ will be effected and the name of Colombier will be changed to “PSQ Holdings, Inc.” More specifically, and as described in greater detail below, at the Effective Time of the Merger:

•        Merger Sub will merge with and into PSQ, with PSQ being the surviving company following the Merger and continuing in existence as a wholly owned subsidiary of Colombier;

•        any PSQ Convertible Securities which remain outstanding and have not been exercised or do not convert automatically into shares of PSQ Common Stock prior to the Effective Time will be cancelled without consideration;

•        each share of PSQ Common Stock, par value $0.001 per share, other than shares held by the Founder, will be automatically converted into the right to receive a number of shares of Class A Common Stock, par value $0.0001 per share, of the Combined Company equal to the Conversion Ratio; and

•        each share of PSQ Common Stock held by the Founder will be automatically converted into the right to receive a number of shares of Class C Common Stock, par value $0.0001 per share, of the Combined Company equal to the Conversion Ratio.

Merger Consideration

Pursuant to the terms of the Merger Agreement, the consideration to be delivered to the holders of PSQ Common Stock in connection with the Merger will be a number of newly issued shares of the Combined Company Common Stock with an aggregate value equal to $200.0 million, subject to adjustments for PSQ’s closing debt (net of cash).

In addition to PSQ Stockholders’ rights to receive Class A Common Stock or Class C Common Stock, as applicable, in the Merger, PSQ Stockholders and certain other employees and service providers of PSQ (the “Deemed Equity Holders” and, together with the PSQ Stockholders, the “Participating Equityholders”) will be entitled to receive up to 3,000,000 shares of Class A Common Stock in the event trading price-based are satisfied during the period commencing on the Effective Time and ending on the fifth anniversary of the Closing Date (the “Earnout Period”). Specifically, Earnout Shares will be earned if one or more of the three triggering events described below occurs:

•        in the event that, and upon the date during the Earnout Period on which, the volume-weighted average trading price of Class A Common Stock quoted on the NYSE (or such other exchange on which the shares of Class A Common Stock are then listed) for any twenty (20) trading days within any thirty consecutive trading day period (the “Earnout Trading Price”) is greater than or equal to $12.50, the Participating Equityholders will be entitled to receive an aggregate of 1,000,000 Earnout Shares;

•        in the event that, and upon the date during the Earnout Period on which, the Earnout Trading Price is greater than or equal to $15.00, the Participating Equityholders will be entitled to receive an aggregate of 1,000,000 additional Earnout Shares; and

•        in the event that, and upon the date during the Earnout Period on which, the Earnout Trading Price is greater than or equal to $17.50, the Participating Equityholders will be entitled to receive an aggregate of 1,000,000 additional Earnout Shares.

If, during the Earnout Period, there is a change of control of the Combined Company pursuant to which the Combined Company or its stockholders have the right to receive consideration implying a value per share of Class A Common Stock equaling or exceeding the Earnout Trading Price underlying one or more Triggering Events, then, immediately prior to the consummation of such change of control, (i) to the extent the relevant Triggering Event has not previously occurred, such relevant Triggering Event shall be deemed to have occurred and (ii) each Participating Equityholder shall be entitled to receive its pro rata share of the applicable number of Earnout Shares to be issued based on the deemed occurrence of the applicable Triggering Event(s).

The Combined Company’s obligation to issue Earnout Shares to a Deemed Equity Holder shall, in accordance with the terms of the Merger Agreement, be satisfied by the issuance of an equity award to the Deemed Equity Holder from the Earnout Subpool (as defined under the heading “The Incentive Plan Proposal (Proposal 8)” below, under the subheading “Description of the Incentive Plan”) in the Incentive Plan (each such award, an “Earnout Equity Award”), which Earnout Equity Award will be made no earlier than as soon as practicable following the applicable Triggering Event, will be subject to the terms of the Incentive Plan and may be in the form, including an award of fully-vested stock, and subject to any terms and conditions, as the Combined Company Board shall determine at the time of grant.

If the conditions for payment of the Earnout Shares are satisfied and assuming all originally designated Deemed Equity Holders are then still providing services to the Combined Company, 10% of the aggregate Earnout Shares will be payable to the PSQ Stockholders in accordance with their respective pro rata shares of the total number of shares of PSQ Common Stock outstanding as of immediately prior to the Closing, and 90% of the aggregate Earnout Shares will be allocated among the Deemed Equity Holders as Earnout Equity Awards. If any Deemed Equity Holder ceases providing services to the Combined Company prior to the occurrence of any Triggering Event(s) (or an earlier change of control of the Combined Company), such Deemed Equity Holder will forfeit his or her right to receive any Earnout Shares relating to such individual’s status as a Deemed Equity Holder for such future Triggering Event(s) (or earlier change in control), with the result that any subsequently earned Earnout Shares shall be distributed, in accordance with their respective pro rata shares, among the remaining Participating Equityholders.

The following table summarizes the pro forma number of shares of Combined Company Stock outstanding following the consummation of the Business Combination under two separate scenarios, discussed further in the sections below, excluding the potential dilutive effect of the Colombier Warrants, post-Closing equity awards under the Incentive Plan or ESPP and the Earnout Shares.

The foregoing table does not reflect the impact of any other equity issuances on the beneficial ownership levels of the Combined Company, such as:

•        the issuance of the Earnout Shares, as such issuance will not occur, if at all, until after the Closing;

•        the grant of equity under equity incentive plans of the Combined Company that may be made in the future; or

•        any PIPE (private investment in public equity), convertible notes or any other dilutive financing sources, other than the PSQ Convertible Debt Notes, as the Combined Company has no commitments for such financings at this time.

All of the relative percentages above are for illustrative purposes only and are based upon certain assumptions as described in the section entitled “Frequently Used Terms — Share Calculations and Ownership Percentages” and, with respect to the determination of the “contractual maximum redemptions,” the section entitled “Unaudited Pro Forma Condensed Combined Financial Statements.” Additionally, the relative percentages above assume the Business Combination was consummated on March 31, 2023. Should one or more of the assumptions prove incorrect, actual ownership percentages may vary materially from those described in this proxy statement/prospectus as anticipated, believed, estimated, expected or intended.

Anticipated Accounting Treatment

The Business Combination will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, although Colombier will acquire all of the outstanding equity interests of PSQ in the Business Combination, Colombier will be treated as the “acquired” company and PSQ will be treated as the accounting acquirer for financial statement reporting purposes. Accordingly, the Business Combination will be treated as the equivalent of PSQ issuing stock for the net assets of Colombier, accompanied by a recapitalization. The net assets of Colombier will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of PSQ.

PSQ has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances under both the minimum and maximum redemption scenarios:

•        PSQ’s existing stockholders will have the ability to control decisions regarding election and removal of directors and officers of the Combined Company;

•        PSQ is the larger entity in terms of substantive operations and employee base;

•        PSQ will comprise the ongoing operations of the Combined Company; and

•        PSQ’s existing senior management will be the senior management of the Combined Company.

The unaudited pro forma condensed combined financial information has been prepared using the assumptions below with respect to the potential redemption for cash of Colombier common stock:

•        Assuming No Redemptions:    This presentation assumes that no Public Stockholders will exercise redemption rights with respect to the Public Shares for a pro rata share of the funds in the Trust Account.

•        Assuming Maximum Contractual Redemptions:    This presentation assumes that 15,572,097 Public Shares are redeemed for aggregate redemption payments of $156.5 million, assuming a $10.05 per share redemption price. The Merger Agreement contains a condition to the Closing waivable by PSQ that, at the

Closing, Colombier will have cash and cash equivalents, including the proceeds of any PIPE Investment consummated prior to or contemporaneously with the Closing and funds remaining in the Trust Account (after giving effect to the completion and payment of all Redemptions and payment of Colombier’s and PSQ’s unpaid expenses and liabilities due at closing) in an amount at least equal to (i) $33 million minus (ii) the lesser of (A) $15 million and (B) the amount of Colombier’s and PSQ’s aggregate unpaid expenses immediately prior to the Closing, minus (iii) the amount of the proceeds actually received by PSQ in any Permitted Financing (which amount is assumed for purposes of this presentation and all purposes related to information contained in the section of this proxy statement/prospectus titled “Unaudited Pro Forma Condensed Combined Financial Information” (or incorporating the assumptions contained therein) to be $14.25 million). As all of the Colombier Insiders waived their redemption rights, only redemptions by Public Stockholders are reflected in this presentation. This scenario includes all adjustments contained in the “no redemption” scenario and presents additional adjustments to reflect the effect of the contractual maximum redemptions. The “contractual maximum redemption scenario” represents the maximum number of Public Shares that may be redeemed with satisfying the Minimum Cash Condition. In the event cash and cash equivalents of Colombier at Closing is insufficient to meet the Minimum Cash Condition, a condition to the Closing would not be met and the Business Combination may not be consummated. However, the Minimum Cash Condition is a contractual condition that may be waived by PSQ or may be modified by the parties to the Merger Agreement and if the applicable parties agree to waive or modify such condition, an additional 1,677,903 Public Shares than are reflected in the “contractual maximum redemption scenario” may be redeemed. Further, if the NTA Proposal is approved by the Colombier stockholders at the Colombier Special Meeting and Colombier amends the Current Charter to remove the net assets test that is the subject of such proposal prior to consummating the proposed Business Combination, then the number of redemptions by Public Stockholders will not be limited to such number of redemptions as would cause Colombier’s net assets at Closing not to be less than $5,000,001.

The following unaudited pro forma condensed combined balance sheet as of March 31, 2023 and the unaudited pro forma condensed combined statements of operations for the three months ended March 31, 2023 and for the year ended December 31, 2022 are based on the audited and unaudited historical financial statements of Colombier and PSQ. The unaudited pro forma adjustments are based on information currently available, and assumptions and estimates underlying the unaudited pro forma adjustments are described in the accompanying notes. Actual results may differ materially from the assumptions used to present the accompanying unaudited pro forma condensed combined financial information and include immaterial rounding differences.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
MARCH 31, 2023
(in thousands, except share and per share data)