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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

 FirstName LastNameOmeed Malik
 Comapany NameColombier Acquisition Corp.
 June 5, 2023 Page 2
 FirstName LastName
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
measure or define what constitutes a member being an "active consumer member" (e.g.,
logged on to your platform or made a purchase using your platform within a certain
amount of time).

 FirstName LastNameOmeed Malik
 Comapany NameColombier Acquisition Corp.
 June 5, 2023 Page 3
 FirstName LastName
Omeed Malik
Colombier Acquisition Corp.
June 5, 2023
Page 3
            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