UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 20, 2023
PSQ Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-40457 | | 86-2062844 |
(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (I.R.S. Employer
Identification No.) |
222 Lakeview Avenue, Suite 800 West Palm Beach, Florida | | 33401 |
| (Address of principal executive offices) | | (Zip Code) |
(877) 776-2402
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
| ☐ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | | | Name of each exchange on which registered |
| Class A common stock, par value $0.0001 per share | | PSQH | | New York Stock Exchange |
| Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share | | PSQH WS | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of thish or Rule 12
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 7.01 Regulation FD Disclosure.
On July 20, 2023, PSQ Holdings, Inc. (formerly Colombier Acquisition Corp.) issued a press release announcing that its shares of class A common stock and warrants have begun trading on the New York Stock Exchange under the symbols “PSQH” and “PSQH WS,” respectively, in connection with the completion on July 19, 2023 of its business combination pursuant to that certain Agreement and Plan of Merger, dated as of February 27, 2023, by and among Colombier Acquisition Corp., PSQ Holdings Inc. and the other parties thereto. A copy of such press release is attached as Exhibit 99.1 hereto and is incorporated by reference into this Item 7.01.
The information set forth in this Item 7.01, including Exhibit 99.1, is being furnished under Item 7.01 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. In addition, this information shall not be incorporated by reference into any registration statement filed under the Securities Act of 1933, as amended, or any filing under the Exchange Act, regardless of any general incorporation language in any such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed with this Form 8-K:
| Exhibit No. | | Description of Exhibits |
| 99.1 | | Press release, dated July 20, 2023 |
| 104 | | Cover Page Interactive Data File, formatted in Inline XBRL (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | PSQ HOLDINGS, INC. |
| | | |
| Dated: July 20, 2023 | By: | /s/ Michael Seifert |
| | | Name: | Michael Seifert |
| | | Title: | Chief Executive Officer |
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