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