<SEC-DOCUMENT>0001213900-23-061532.txt : 20230731
<SEC-HEADER>0001213900-23-061532.hdr.sgml : 20230731
<ACCEPTANCE-DATETIME>20230731214119
ACCESSION NUMBER:		0001213900-23-061532
CONFORMED SUBMISSION TYPE:	3
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20230719
FILED AS OF DATE:		20230731
DATE AS OF CHANGE:		20230731

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			Seifert Michael Stephen
		CENTRAL INDEX KEY:			0001985187

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-40457
		FILM NUMBER:		231129342

	MAIL ADDRESS:	
		STREET 1:		516 SOUTH DIXIE HIGHWAY, PMB 191
		CITY:			WEST PALM BEACH
		STATE:			FL
		ZIP:			33401

ISSUER:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			PSQ Holdings, Inc.
		CENTRAL INDEX KEY:			0001847064
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-ADVERTISING [7310]
		IRS NUMBER:				862062844
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	BUSINESS ADDRESS:	
		STREET 1:		222 LAKEVIEW AVENUE
		STREET 2:		SUITE 800
		CITY:			WEST PALM BEACH
		STATE:			FL
		ZIP:			33401
		BUSINESS PHONE:		(561) 805-3588

	MAIL ADDRESS:	
		STREET 1:		222 LAKEVIEW AVENUE
		STREET 2:		SUITE 800
		CITY:			WEST PALM BEACH
		STATE:			FL
		ZIP:			33401

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PSQ Holdings, Inc
		DATE OF NAME CHANGE:	20230719

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	Colombier Acquisition Corp.
		DATE OF NAME CHANGE:	20210219
</SEC-HEADER>
<DOCUMENT>
<TYPE>3
<SEQUENCE>1
<FILENAME>ownership.xml
<TEXT>
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<?xml version="1.0"?>
<ownershipDocument>

    <schemaVersion>X0206</schemaVersion>

    <documentType>3</documentType>

    <periodOfReport>2023-07-19</periodOfReport>

    <noSecuritiesOwned>0</noSecuritiesOwned>

    <issuer>
        <issuerCik>0001847064</issuerCik>
        <issuerName>PSQ Holdings, Inc.</issuerName>
        <issuerTradingSymbol>PSQH</issuerTradingSymbol>
    </issuer>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001985187</rptOwnerCik>
            <rptOwnerName>Seifert Michael Stephen</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>C/O PSQ HOLDINGS, INC.</rptOwnerStreet1>
            <rptOwnerStreet2>222 LAKEVIEW AVENUE, SUITE 800</rptOwnerStreet2>
            <rptOwnerCity>WEST PALM BEACH</rptOwnerCity>
            <rptOwnerState>FL</rptOwnerState>
            <rptOwnerZipCode>33401</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>1</isDirector>
            <isOfficer>1</isOfficer>
            <isTenPercentOwner>0</isTenPercentOwner>
            <isOther>0</isOther>
            <officerTitle>Chief Executive Officer</officerTitle>
            <otherText></otherText>
        </reportingOwnerRelationship>
    </reportingOwner>

    <nonDerivativeTable>
        <nonDerivativeHolding>
            <securityTitle>
                <value>Class C Common Stock, par value $0.0001 per share</value>
            </securityTitle>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>3213678</value>
                    <footnoteId id="F1"/>
                    <footnoteId id="F2"/>
                    <footnoteId id="F3"/>
                    <footnoteId id="F4"/>
                    <footnoteId id="F5"/>
                    <footnoteId id="F6"/>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </nonDerivativeHolding>
    </nonDerivativeTable>

    <footnotes>
        <footnote id="F1">Reflects the issuance by PSQ Holdings, Inc. (f/k/a Colombier Acquisition Corp.) (the &quot;Issuer&quot;) on July 19, 2023, of 3,213,678 shares of Class C Common Stock pursuant to the Agreement and Plan of Merger dated as of February 27, 2023 (the &quot;Merger Agreement&quot;), among the Issuer, PublicSq. Inc. (f/k/a PSQ Holdings. Inc.), Colombier-Liberty Acquisition, Inc. and Colombier Sponsor, LLC. As a result of his ownership of 100% of the outstanding Class C Common Stock, Mr. Seifert has approximately 52.62% of the voting power of the Company, and the result of most matters to be voted upon by the Company's stockholders will be controlled by Mr. Seifert, who can base his vote upon his best judgment and his fiduciary duties to PSQ stockholders. Each share of Class C Common Stock held by Mr. Seifert may be converted by Mr. Seifert at any time into one (1) share of Class A Common Stock.</footnote>
        <footnote id="F2">In the event that Mr. Seifert transfers shares of Class C Common Stock to any person other than certain permitted transferees (as set forth in the Issuer's restated certificate of incorporation) such transferred shares will convert automatically into shares of Class A Common Stock having only one vote per share. All outstanding shares of Class C Common Stock will convert into Class A Common Stock (i) if Mr. Seifert is no longer at least one of an officer or director of the Issuer, or dies or becomes incapacitated, or (ii) at such time as the total number of outstanding shares of Class C Common Stock falls below 1,606,839 shares of Class C Common Stock, representing 50% of the total number of outstanding shares of Class C Common Stock as of immediately after the closing of the business combination contemplated by the Merger Agreement.</footnote>
        <footnote id="F3">The amount of securities beneficially owned does not include up to 437,196 shares of Class A Common Stock that Mr. Seifert may be entitled to receive pursuant to the Merger Agreement (the &quot;Earn-Out Shares&quot;), a portion of which shall be granted under the Issuer's stock incentive plan in any form of equity award that may be granted thereunder, in the event that the metrics described in the following footnotes are satisfied during the period commencing on the Effective Time and ending on the fifth anniversary of the closing date (the &quot;Earn-Out Period&quot;).</footnote>
        <footnote id="F4">In the event that during the Earn-Out Period the volume-weighted average trading price of Class A Common Stock quoted on the New York Stock Exchange (&quot;NYSE&quot;) (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 &quot;Earn-Out Trading Price&quot;) is greater than or equal to $12.50 (&quot;Triggering Event I&quot;), Mr. Seifert will be entitled to receive up to 145,732 Earn-Out Shares. In the event that during the Earn-Out Period the Earn-Out Trading Price is greater than or equal to $15.00 (&quot;Triggering Event II&quot;), Mr. Seifert will be entitled to receive up to 145,732 additional Earn-Out Shares.</footnote>
        <footnote id="F5">In the event that during the Earn-Out Period the Earn-Out Trading Price is greater than or equal to $17.50 (&quot;Triggering Event III&quot; and, together with Triggering Event I and Triggering Event II, the &quot;Triggering Events&quot;), Mr. Seifert will be entitled to receive up to 145,732 additional Earn-Out Shares.</footnote>
        <footnote id="F6">If, during the Earn-Out Period, there is a change of control of the Issuer pursuant to which the Issuer or its stockholders have the right to receive consideration implying a value per share of Class A Common Stock equaling or exceeding the Earn-Out Trading Price underlying one or more Triggering Events, then, immediately prior to the consummation of such change of control, (i) to the extent the relevant Triggering Event has not previously occurred, such relevant Triggering Event shall be deemed to have occurred and (ii) Mr. Seifert shall be entitled to receive his pro rata share of the applicable number of Earnout Shares to be issued based on the deemed occurrence of the applicable Triggering Event(s).</footnote>
    </footnotes>

    <remarks>Exhibit List: Exhibit 24 - Power of Attorney</remarks>

    <ownerSignature>
        <signatureName>By: /s/ Bradley Searle, Attorney-in-Fact</signatureName>
        <signatureDate>2023-07-31</signatureDate>
    </ownerSignature>
</ownershipDocument>
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<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>2
<FILENAME>ea182440ex24_psqhold.htm
<DESCRIPTION>POWER OF ATTORNEY
<TEXT>
<HTML>
<HEAD>
     <TITLE></TITLE>
</HEAD>
<BODY STYLE="font: 10pt Times New Roman, Times, Serif">

<P STYLE="text-align: right; font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 5.5in"><B>Exhibit 24</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>LIMITED POWER OF ATTORNEY<BR>
FOR SECTION 16 REPORTING OBLIGATIONS</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">Know all by these presents, that the undersigned
hereby makes, constitutes and appoints each of Stephen Moran and Bradley Searle, signing singly and each acting individually, as the undersigned&rsquo;s
true and lawful attorney-in-fact with full power and authority as hereinafter described to:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">(1) execute
for and on behalf of the undersigned, in the undersigned&rsquo;s capacity as an officer or director of PSQ Holdings, Inc. (the &ldquo;Company&rdquo;),
Forms&nbsp;3, 4, and 5 (including any amendments thereto) in accordance with Section&nbsp;16(a) of the Securities Exchange Act of 1934
and the rules thereunder (the &ldquo;Exchange Act&rdquo;);</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">(2) do
and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to prepare, complete and execute
any such Form&nbsp;3, 4, or 5, prepare, complete and execute any amendment or amendments thereto, and timely deliver and file such form
with the United States Securities and Exchange Commission (the &ldquo;SEC&rdquo;) and any stock exchange or similar authority, including
without limitation the filing of a Form ID, Update Passphrase, or any other application materials to enable the undersigned to gain or
maintain access to the Electronic Data Gathering, Analysis and Retrieval system of the SEC;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">(3) seek
or obtain, as the undersigned&rsquo;s representative and on the undersigned&rsquo;s behalf, information regarding transactions in the
Company&rsquo;s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned
hereby authorizes any such person to release any such information to such attorney-in-fact and approves and ratifies any such release
of information; and</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">(4) take
any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact
on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such
attorney-in-fact may approve in such attorney-in-fact&rsquo;s discretion.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">The undersigned hereby grants to each such
attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper
to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned
might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that
such attorney-in-fact, or such attorney-in-fact&rsquo;s substitute or substitutes, shall lawfully do or cause to be done by virtue
of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing
attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming nor relieving, nor is the Company
assuming nor relieving, any of the undersigned&rsquo;s responsibilities to comply with Section&nbsp;16 of the Exchange Act. The
undersigned acknowledges that neither the Company nor the foregoing attorneys-in-fact assume (i) any liability for the
undersigned&rsquo;s responsibility to comply with the requirement of the Exchange Act, (ii) any liability of the undersigned for any
failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under
Section 16(b) of the Exchange Act.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">This Power of Attorney shall remain in full force
and effect until the undersigned is no longer required to file Forms&nbsp;3, 4, and 5 with respect to the undersigned&rsquo;s holdings
of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">IN WITNESS WHEREOF, the undersigned has caused
this Power of Attorney to be executed as of June 16, 2023.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 60%; font-size: 10pt">&nbsp;</TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; width: 40%; font-size: 10pt"><FONT STYLE="font-size: 10pt">/s/ Michael Seifert</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="font-size: 10pt">&nbsp;</TD>
    <TD STYLE="font-size: 10pt"><FONT STYLE="font-size: 10pt">Michael Seifert</FONT></TD></TR>
  </TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"></P>

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</DOCUMENT>
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