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Correspondence 0001213900-23-042134 from PSQ Holdings, Inc. (PSQH)

PSQ Holdings, Inc.
Date: May 23, 2023 · CIK: 0001847064 · Accession: 0001213900-23-042134

AI Filing Summary & Sentiment

File numbers found in text: 333-271177

Date
May 22, 2023
Author
Not clearly detected
Form
CORRESP
Company
PSQ Holdings, Inc.

Letter

Colombier Acquisition Corp.

214 Brazilian Avenue, Suite 200-J

Palm Beach, FL 33480

VIA EDGAR

May 22, 2023

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

Washington, D.C. 20549

Attention: Abe Friedman

Lyn Shenk

Kate Beukenkamp

Donald Field

Re: Colombier Acquisition Corp.

Registration Statement on Form S-4

Filed April 7, 2023

File No. 333-271177

Ladies and Gentlemen:

Colombier Acquisition Corp. (the “Company”) hereby transmits its response to the comment letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) on May 5, 2023, relating to the Registration Statement on Form S-4, filed by the Company with the Commission on April 7, 2023.

For the Staff’s convenience, we have repeated below the Staff’s comment in bold and have followed each comment with the Company’s response. Disclosure changes made in response to the Staff’s comments have been made in Amendment No. 1 to the Registration Statement on Form S-4 (the “Registration Statement”) which is being submitted to the Commission contemporaneously with the submission of this letter.

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.

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on the cover page of the Registration Statement to include the requested information.

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 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).

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on the cover page of the Registration Statement and added new Q&As on pages 21 and 22 to include the requested information.

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.

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on the cover page and elsewhere in the Registration Statement to reflect a pro rata amount calculated on more recent/current trust account information relative to the filing date.

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.

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on page 40 of the Registration Statement to include the requested information.

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.

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on page 2 to 6 of the Registration Statement to include the requested information.

Questions and Answers about the Colombier Special Meeting, page

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.

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on pages 20 and 21 of the Registration Statement to include the requested information.

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.

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on page 15-17 and page 130-132 of the Registration Statement to include the requested information.

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.

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on page 258 of the Registration Statement and on page 130-132 “The Business Combination Proposal — Interests of Colombier’s Sponsor, Directors and Officers and Advisors in the Business Combination” to include the requested information.

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.

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on page 17 of the Registration Statement to include the requested information.

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.

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on page 19 of the Registration Statement to include the requested information.

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.

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on page 29 of the Registration Statement to include the requested information.

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.

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on pages 33 and 34 of the Registration Statement to include further disclosure on PSQ’s business and operations to date, and to add disclosure to the summary risk factors on page 49 relating to the going concern qualification in PSQ’s audit report.

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.

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on page 37 of the Registration Statement to include the requested information.

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.

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on page 62 of the Registration Statement to include the requested information.

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.

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on page 72 of the Registration Statement to include the requested information.

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.

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on page 74 of the Registration Statement to include the requested information.

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.

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on pages 86 and 87 of the Registration Statement to include the requested information.

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.

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on page 86 of the Registration Statement to also address the risk of litigation or other formal legal action or liability.

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.

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on page 151 of the Registration Statement to include the requested information.

20. Disclose who proposed the total enterprise value of PSQ of $200 million, as contained in the LOI executed on December 21, 2022, a

Show Raw Text
CORRESP
1
filename1.htm

Colombier Acquisition Corp.

214 Brazilian Avenue, Suite 200-J

Palm Beach, FL 33480

VIA EDGAR

May 22, 2023

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

Washington, D.C. 20549

 Attention: Abe Friedman

Lyn Shenk

Kate Beukenkamp

Donald Field

Re: Colombier Acquisition Corp.

Registration Statement on Form S-4

Filed April 7, 2023

File No. 333-271177

Ladies and Gentlemen:

Colombier Acquisition Corp.
(the “Company”) hereby transmits its response to the comment letter received from the staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “Commission”) on May 5, 2023, relating to the Registration Statement
on Form S-4, filed by the Company with the Commission on April 7, 2023.

For the Staff’s convenience,
we have repeated below the Staff’s comment in bold and have followed each comment with the Company’s response. Disclosure
changes made in response to the Staff’s comments have been made in Amendment No. 1 to the Registration Statement on Form S-4 (the
“Registration Statement”) which is being submitted to the Commission contemporaneously with the submission of this
letter.

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.

Response: The Company respectfully
acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on the cover page of the Registration
Statement to include the requested information.

 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 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).

Response: The Company respectfully
acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on the cover page of the Registration
Statement and added new Q&As on pages 21 and 22 to include the requested information.

 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.

Response: The Company
respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on the cover page and
elsewhere in the Registration Statement to reflect a pro rata amount calculated on more recent/current trust account information
relative to the filing date.

 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.

Response: The Company respectfully
acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on page 40 of the Registration Statement
to include the requested information.

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.

Response: The Company respectfully
acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on page 2 to 6 of the Registration
Statement to include the requested information.

    2

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.

Response: The Company
respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on pages 20 and 21 of
the Registration Statement to include the requested information.

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.

Response: The Company respectfully
acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on page 15-17 and page 130-132 of the
Registration Statement to include the requested information.

 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.

Response: The Company respectfully
acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on page 258 of the Registration Statement
and on page 130-132 “The Business Combination Proposal — Interests of Colombier’s Sponsor, Directors and
Officers and Advisors in the Business Combination” to include the requested information.

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.

Response: The Company respectfully
acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on page 17 of the Registration Statement
to include the requested information.

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.

Response: The Company respectfully
acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on page 19 of the Registration Statement
to include the requested information.

    3

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.

Response: The Company respectfully
acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on page 29 of the Registration Statement
to include the requested information.

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.

Response: The Company respectfully
acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on pages 33 and 34 of the Registration
Statement to include further disclosure on PSQ’s business and operations to date, and to add disclosure to the summary risk factors
on page 49 relating to the going concern qualification in PSQ’s audit report.

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.

Response: The Company respectfully
acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on page 37 of the Registration
Statement to include the requested information.

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.

Response: The Company respectfully
acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on page 62 of the Registration Statement
to include the requested information.

    4

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.

Response: The Company respectfully
acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on page 72 of the Registration Statement
to include the requested information.

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.

Response: The Company respectfully
acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on page 74 of the Registration
Statement to include the requested information.

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.

Response: The Company respectfully
acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on pages 86 and 87 of the Registration
Statement to include the requested information.

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.

Response: The Company respectfully
acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on page 86 of the Registration Statement
to also address the risk of litigation or other formal legal action or liability.

    5

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.

Response: The Company respectfully
acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on page 151 of the Registration Statement
to include the requested information.

 20. Disclose who proposed the total enterprise value of PSQ of $200 million, as contained in the LOI executed on December 21, 2022,
a