0001213900-23-061513.txt : 20230731 0001213900-23-061513.hdr.sgml : 20230731 20230731213359 ACCESSION NUMBER: 0001213900-23-061513 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: Searle Bradley CENTRAL INDEX KEY: 0001985183 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40457 FILM NUMBER: 231129317 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 3 1 ownership.xml X0206 3 2023-07-19 0 0001847064 PSQ Holdings, Inc. PSQH 0001985183 Searle Bradley C/O PSQ HOLDINGS, INC. 222 LAKEVIEW AVENUE, SUITE 800 WEST PALM BEACH FL 33401 0 1 0 0 Chief Financial Officer Class A Common Stock, par value $0.0001 per share 194769 D Reflects the issuance by PSQ Holdings, Inc. (f/k/a Colombier Acquisition Corp.) (the "Issuer") on July 19, 2023, of 194,769 shares of Class A Common Stock pursuant to the Agreement and Plan of Merger dated as of February 27, 2023 (the "Merger Agreement"), among the Issuer, PublicSq. Inc. (f/k/a PSQ Holdings. Inc.), Colombier-Liberty Acquisition, Inc. and Colombier Sponsor, LLC. The amount of securities beneficially owned does not include up to 330,315 shares of Class A Common Stock that Mr. Searle may be entitled to receive pursuant to the Merger Agreement (the "Earn-Out Shares"), 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 "Earn-Out Period"). 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 ("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 "Earn-Out Trading Price") is greater than or equal to $12.50 ("Triggering Event I"), Mr. Searle will be entitled to receive up to 110,105 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 ("Triggering Event II"), Mr. Searle will be entitled to receive up to 110,105 additional Earn-Out Shares. In the event that during the Earn-Out Period the Earn-Out Trading Price is greater than or equal to $17.50 ("Triggering Event III" and, together with Triggering Event I and Triggering Event II, the "Triggering Events"), Mr. Searle will be entitled to receive up to 110,105 additional Earn-Out Shares. 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. Searle 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). Exhibit List: Exhibit 24 - Power of Attorney By: /s/ Michael Seifert, Attorney-in-Fact 2023-07-31 EX-24 2 ea182434ex24_psqhold.htm POWER OF ATTORNEY

Exhibit 24

LIMITED POWER OF ATTORNEY
FOR SECTION 16 REPORTING OBLIGATIONS

Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Stephen Moran and Michael Seifert, signing singly and each acting individually, as the undersigned’s true and lawful attorney-in-fact with full power and authority as hereinafter described to:

(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer or director of PSQ Holdings, Inc. (the “Company”), Forms 3, 4, and 5 (including any amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder (the “Exchange Act”);

(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 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 “SEC”) 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;

(3) seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information regarding transactions in the Company’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

(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’s discretion.

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’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’s responsibilities to comply with Section 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’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 Ac

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned’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.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of June 16, 2023.

	/s/ Bradley Searle
	Bradley Searle