United States securities and exchange commission logo
June 5, 2023
Omeed Malik
Chief Executive Officer
Colombier Acquisition Corp.
214 Brazilian Avenue, Suite 200-J
Palm Beach, FL 33480
Re: Colombier
Acquisition Corp.
Amendment No. 1 to
Registration Statement on Form S-4
Filed May 23, 2023
File No. 333-271177
Dear Omeed Malik:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our May
5, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-4 filed May 23, 2023
Q: What equity stake will current Colombier stockholders and PSQ
Stockholders...?, page 19
1. We note your response
to comment 10, including the revisions to disclose additional
sources of dilution
that may impact public stockholders (e.g., earnout shares, shares being
reserved for the new
Incentive Plan and ESPP) in bullet points below the tables providing
five scenarios
regarding varying ownership levels assuming redemption levels by different
stockholders. Please
revise the bullet points below the tables to quantify the potential
equity issuances (e.g.,
the number of shares associated with each additional source of
dilution). In this
regard, we note that the additional sources of dilution are potentially
significant in
comparison to the public stockholders ownership position. Additionally,
please revise your
disclosure to make clear that any issuances of these additional shares in
Omeed Malik
Colombier Acquisition Corp.
June 5, 2023
Page 2
the future will negatively impact the percentage of shares held by
public stockholders and
will have the effect of diluting their percentage ownership in the
combined company.
2. Please revise to quantify and discuss the conversion of the PSQ
Convertible Debt Notes to
include their preferred conversion pricing/valuation. Additionally,
since the notes
conversion appears directly tied to the closing of the Business
Combination, please
include the shares in each respective table and adjust the ownership
percentages
accordingly.
Q: What happens to the funds held in the Trust Account upon consummation of the
Business
Combination?, page 29
3. We note your response to comment 11 and reissue. To the extent
possible, please revise
to specifically quantify the items detailed in the six listed bullets.
Consider adding a chart
or some other presentation so public stockholders can clearly
understand how the funds
held in the Trust Account are being used in connection with this
Business Combination.
PSQ Holdings, Inc., page 33
4. Please revise the sixth paragraph to also disclose the company's
revenues for the
referenced periods.
Risks Related to Ownership of Combined Company Common Stock
Colombier stockholders will experience immediate dilution as a consequence of
the issuance...,
page 73
5. We note your response to comment 16, including a cross-reference to
other redemption
scenarios in lieu of a full discussion of the various redemption
scenarios presented
elsewhere in your disclosure in addition to the "no redemptions"
scenario currently
disclosed. Please revise this risk factor to describe the effects
greater than "no
redemptions" scenario will have on the various stockholders, with
attention to dilution and
voting impacts that public stockholders may experience. Further,
please expand your
disclosure to discuss in greater detail how having a minority share
position may reduce the
influence that Colombier's public stockholders have on the management
of the company
by way of example or otherwise.
Information about PSQ
Product Development, page 225
6. We note your response to comment 29. Please revise your disclosure to
discuss how you
FirstName LastNameOmeed Malik
measure or define what constitutes a member being an "active consumer
member" (e.g.,
Comapany NameColombier
logged Acquisition
on to your platform Corp.
or made a purchase using your platform
within a certain
June 5,amount of time).
2023 Page 2
FirstName LastName
Omeed Malik
FirstName
Colombier LastNameOmeed
Acquisition Corp.Malik
Comapany
June 5, 2023NameColombier Acquisition Corp.
June 5,
Page 3 2023 Page 3
FirstName LastName
You may contact Abe Friedman at 202-551-8298 or Lyn Shenk at
202-551-3380 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Kate Beukenkamp at 202-551-3861 or Donald Field at 202-551-3680 with
any other
questions.
Sincerely,
Division of Corporation
Finance
Office of Trade &
Services
cc: Meredith Laitner