PSQ Holdings, Inc. (PSQH): M&A transaction — SPAC merger closes: Colombier acquires PSQ Holdings; shares trade as PSQH starting July 20

PSQ Holdings, Inc.

18,309,147 Class A and 3,213,678 Class C shares issued; 13,827,349 public shares redeemed for ~$141M (~$10.21/share).
Michael Seifert controls ~52.62% voting power via Class C super-voting shares; may convert to Class A.
Earnout provision: up to 1M shares each if PSQH VWAP exceeds $12.50, $15.00, and $17.50 over 5 years.
EveryLife, direct-to-consumer subsidiary, launched July 13, 2023; company targets anti-'woke' consumer market.

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Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

PSQ Holdings, Inc.: Ceased being a shell company due to business combination.

Change: shell status

Exact text from the filing

As a result of the Business Combination, Colombier ceased being a shell company.

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

PSQ Holdings, Inc.: Adopted a new code of business conduct and ethics (effective 2023-07-19).

Change: code of ethics
Effective: 2023-07-19

Exact text from the filing

on July 19, 2023 and effective as of such date, the Company Board adopted a new code of business conduct and ethics (the “ Code ”) applicable to the Company’s employees, officers, and directors.

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

PSQ Holdings, Inc.: Stockholders approved a new restated certificate of incorporation to replace the charter, effective on the Closing Date.

Change: charter amendment

Exact text from the filing

Colombier’s stockholders also approved a new restated certificate of incorporation (“ New Charter ”) to replace the Charter (as amended following the approval of the NTA Amendment) following the consummation of the Business Combination. The terms of the New Charter are described in greater detail in the Proxy Statement/Prospectus beginning on page 176 of the Proxy Statement/Prospectus and is incorporated herein by reference. The New Charter, which became effective upon filing with the Secretary of State of the State of Delaware on the Closing Date, includes the amendments proposed by the Charter Proposal.

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

PSQ Holdings, Inc.: Approved and adopted Amended and Restated Bylaws.

Change: bylaw amendment

Exact text from the filing

On the Closing Date, the Company Board approved and adopted the Amended and Restated Bylaws of the Company (the “ Bylaws ”), effective as of the Effective Time.

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

PSQ Holdings, Inc. underwent a change of control involving PSQ Holdings, Inc. for Shares of Class A Common Stock and Class C Common Stock, plus earnout shares up to 3,000,000 shares based on trading price metrics (closed 2023-07-19).

Action: change of control
Counterparty: PSQ Holdings, Inc.
Consideration: Shares of Class A Common Stock and Class C Common Stock, plus earnout shares up to 3,000,000 shares based on trading price metrics
Closing: 2023-07-19

Exact text from the filing

EPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 19, 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.

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