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May 5, 2023
Omeed Malik
Chief Executive Officer
Colombier Acquisition Corp.
214 Brazilian Avenue, Suite 200-J
Palm Beach, FL 33480
Re:Colombier Acquisition Corp.
Registration Statement on Form S-4
Filed April 7, 2023
File No. 333-271177
Dear Omeed Malik:
            We have reviewed your 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.
Registration Statement on Form S-4 filed April 7, 2023
Cover Page
1.We note your disclosure that following the Business Combination, Michael Seifert will
carry a majority of the voting power of the Combined Company’s Class A Common Stock
and Class C Common Stock and that the Combined Company will be a "controlled
company."  Please revise the cover page to disclose the percentage of voting power to be
held by Mr. Seifert following the offering and Business Combination and, if true, that Mr.
Seifert will have the ability to determine all matters requiring approval by stockholders.
2.We note your disclosure that the Combined Company will adopt a dual-class stock
structure with disparate voting rights.  Please revise the cover page to quantify the voting
power that the new Class C Common Stock will have after the offering and Business
Combination due to the disparate voting rights attached to the different classes of capital

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May 5, 2023
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stock and identify the major holder of such shares.  Additionally, please add a Q&A
regarding the Combined Company's new duel-class structure including the ownership and
voting control of the Combined Company after the Business Combination and its effect on
the voting power of your public stockholders (before and after the adoption of the new
dual-class stock structure).
3.We note that in this section you state that "[a]s of April 3, 2023, based on funds in the
Trust Account...the pro rata portion of the funds available...for redemption of public
shares of Colombier Class A Common Stock was approximately $10.10 per share." Please
reconcile and revise this dollar amount with your statements elsewhere in this proxy
statement/prospectus that the pro rata amount is approximately $10.11 per share.
4.We note that your disclosure reflects that the Sponsor and Colombier's officers and
directors have agreed to waive their redemption rights with regard to any shares of
Colombier Class A Common Stock they may hold in connection with the consummation
of the Business Combination. Please revise the disclosure throughout your proxy
statement/prospectus where appropriate to describe any consideration provided in
exchange for this agreement.
Frequently Used Terms, page 2
5.We note your description of "CF&CO" meaning "Cantor Fitzgerald & Co." Please revise
this term to provide a description of the role of and/or services provided by CF&CO in
connection with the Business Combination or otherwise. Similarly, revise other terms as
appropriate throughout this section to provide the same context. We note that you later
describe CF&CO as your "capital markets advisor," for example.
Questions and Answers about the Colombier Special Meeting, page 11
6.Please revise to add a Q&A discussing the Earnout to include the number of shares,
timeframe and metrics or milestones required to earn the associated shares.  Please include
enough information so public stockholders can clearly understand the terms and
conditions of the Earnout.
Q: What interests do Colombier's Sponsor and current officers, directors and financial
advisors...?, page 14
7.Please revise the second bullet of the answer to quantify all reimbursable expenses.
Additionally, please revise the last two bullets of the answer to quantify all fees and
reimbursable expenses to be paid to the IPO Underwriter, B. Riley and CF&CO.
8.We note from your disclosure on page 243 that it appears you have waived the corporate
opportunities doctrine in connection with the Business Combination. Please revise this
section to include a discussion regarding the waiver of this doctrine as well as disclose
whether you believe this waiver materially impacted your search for an acquisition target.

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Q: Did the Colombier Board obtain fairness opinion (or any similar report or appraisal)...?, page
15
9.Please revise this Q&A to provide a cross-reference to the related risk factor regarding the
decision not to obtain a fairness opinion or other report or appraisal in connection with
your determination to approve the Business Combination. We note your risk factor
disclosure under the heading "Neither the Colombier Board nor any committee thereof
obtained a fairness opinion..." on page 53.
Q: What equity stake will current Colombier stockholders and PSQ Stockholders hold...? , page
17
10.We note the tables providing five scenarios regarding varying ownership levels
assuming redemption levels by different stockholders. Please revise your tables,
and elsewhere throughout your proxy statement/prospectus, to clarify who represents
"Initial Stockholders." For example, please make clear if you are referring to holdings by
the Sponsor or other insiders such as the officers and directors of the company.
Additionally, please revise the tables to include all potential sources of dilution affecting
public stockholders related to this Business Combination. In this regard, please revise the
tables to include the Earnout Shares and any shares being reserved for the new Incentive
Plan and ESPP. Lastly, we note certain references to a potential PIPE financing. To the
extent the Business Combination includes a PIPE financing or some other similar
financing, the tables should be revised to account of any additional dilution to public
stockholders.
Q: What happens to the funds held in the Trust Account upon consummation of the Business
Combination?, page 25
11.To the extent possible, please revise to specifically quantify the items detailed in the four
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 29
12.Please revise here or in another section of the summary to briefly discuss PSQ's business
and operations to date in greater detail.  In this regard, we note that PSQ was formed in
early 2021 and has a limited operating history with limited assets, revenues and a history
of net losses.  We also note that the PSQ's auditors have included a going concern
qualification in PSQ's audit report.  Please include enough information so that public
stockholders can get a better understanding of the acquisition target in the summary
section.

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Colombier Acquisition Corp.
May 5, 2023
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Organizational Structure, page 31
13.Please refer to the Combined Company’s organizational structure chart.  Please revise the
chart to include the voting power percentages as discussed in the chart introduction.
Because Colombier's initial stockholders, executive officers and directors will lose their entire
investment...?, page 54
14.Please revise this risk factor and elsewhere throughout your proxy statement/prospectus as
appropriate to quantify the aggregate dollar amount and describe the nature of what the
Sponsor and its affiliates have at risk that depends on the completion of the business
combination. Include the current value of securities held, loans extended, fees due, and
out-of-pocket expenses for which the Sponsor and its affiliates are awaiting
reimbursement. Provide similar disclosure for the company’s officers and directors, if
material. We note your Q&A disclosure on page 14 and the risk factor immediately
subsequent stating that the aggregate amount at risk to Colombier's Sponsor is $5,725,000.
The Proposed Charter provides for a dual-class multiple voting Common Stock structure..., page
63
15.Please revise the risk factor discussion here to make clear what class of stock would
constitute the dual-class stock structure in addition to Class A Common Stock. For
example, disclose whether you are referring the Class C Common Stock that will be held
by PSQ's founder resulting in the Combined Company being a controlled company.
Risks Related to Ownership of Combined Company Common Stock
Colombier stockholders will experience immediate dilution as a consequence of the issuance of
Common Stock..., page 65
16.Please revise the risk factor discussion here to discuss the various redemption scenarios
presented elsewhere in your disclosure in addition to the "no redemptions" scenario
currently disclosed. Additionally, please expand your disclosure to briefly discuss how
having a minority share position may reduce the influence that Colombier's current
stockholders have on the management of the Combined Company. Additionally, please
expand the risk factor to discuss all sources of dilution associated with the Business
Combination such as the Earnout and new Incentive Plan and ESPP.
PSQ's five core values may not always align with the interests of its business or its stockholders.,
page 77
17.Please revise the risk factor here to briefly expand your discussion to disclose the current
and future voting control that will be held by PSQ's founder, Michael Seifert.

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Colombier Acquisition Corp.
May 5, 2023
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Risks Related to PSQ
Certain content or communications by consumers or business members..., page 77
18.Please revise this risk factor as appropriate to briefly describe whether certain content or
communications by consumer or business members participating on PSQ's platform could
expose the company to risk of litigation or other formal legal action or liability beyond the
risk of negative publicity and customer attraction and retention.
The Business Combination Proposal (Proposal 2)
Background of the Business Combination
Description of Negotiations between Colombier and PSQ, page 140
19.We note that after the initial LOI was sent by Colombier to Mr. Seifert, Colombier and
PSQ and their respective advisors "continued to discuss" until the LOI was executed by
both parties. Please revise your disclosure to briefly summarize what was discussed during
this period before reaching an executed LOI. Amend your disclosure to describe the
material terms of these discussions, including the positions of the parties and how the
material terms that were negotiated by the parties evolved throughout this period,
especially with regard to the enterprise value of PSQ, consideration to be received,
adoption of a dual-class stock structure, etc. Please include enough detail so that the
public stockholder can fully understand how the final terms of the LOI were determined.
20.Disclose who proposed the total enterprise value of PSQ of $200 million, as contained in
the LOI executed on December 21, 2022, and how it was determined.
21.Please revise this section to account for the role of CF&CO in the background of the
business combination, including any presentations, attendance at any meetings, and its
role in any other activities related to identifying, engaging in negotiations and eventually
executing the merger agreement between Colombier and PSQ. We note that your
disclosure on page 15 describes CF&CO as engaged to serve as a capital markets advisor
to Colombier. However, CF&CO is mentioned only briefly in the final paragraph of this
section.
Colombier Board's Reason for the Approval of the Business Combination, page 143
22.Please revise your disclosure to highlight the risk that the Sponsor will benefit from the
completion of the Business Combination and may be incentivized to complete an
acquisition of a less favorable target company or on terms less favorable to stockholders
rather than liquidate.
23.Please clarify if the Sponsor and its affiliates can earn a positive rate of return on their
investment, even if other SPAC stockholders experience a negative rate of return in the
post-business combination company.

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Colombier Financial Analysis, page 146
24.We note that Colombier management prepared certain analyses and valuations related to
PSQ based upon what appears to be fairly aggressive market capture rates (i.e., 1%) and
company comparisons. We also note that the Colombier Board listed "valuation" has a
potential negative risk related to the Business Combination.  Given PSQ's limited
operations to date and early stage of development, please revise to include a risk factor
discussing Colombier management's valuation analyses and assumptions (i.e., market
capture rates and selected Guideline Companies) and the associated risk to public
stockholders.
Guideline Company Analysis, page 149
25.We note your disclosure regarding the selection of Internet Services Companies and
Guidelines Companies used in reaching the valuation of $200 million for PSQ, including
the disclosed differences between PSQ and these companies. However, please revise your
disclosure to briefly discuss why you did not select any earlier-stage companies or
companies that are otherwise at more similar revenue or other financial metric levels to
that of PSQ in determining a valuation. In this regard, we note your disclosure that states
that PSQ is at an earlier stage development than the Guideline Companies, which are
generally better capitalized and have better-established user bases than PSQ.
Information about PSQ
Our Opportunity, page 206
26.Please revise to balance your disclosure with your reported revenues and net losses for
2021 and 2022.
Our Platform, page 207
27.We note that here and throughout your proxy statement/prospectus that you state that for a
business to be included on the PSQ platform they must "confirm that they respect our five
core values." Please expand your disclosure to discuss this aspect of your business model
in greater detail (e.g., what is entailed in confirming respect for the five core values, how
you monitor or otherwise determine adherence to these values, as well as any penalties for
non-compliance and how this may impact the business consumers seeking to engage with
your platform). Additionally, please clarify if both business members seeking to use your
platform as well as consumer members are subject to this confirmation.
Our Growth Strategy, page 211
28.We note that under the bulleted disclosure titled "Increase Monetization on our Platform"
that you state that you are still "in the early stages of monetization on our platform."
Please balance this disclosure with a brief description of your revenues and/or profitability
to date.

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Product Development, page 213
29.We no