SecProbe.io

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 PSQ Holdings, Inc.

 313 Datura Street, Suite 200

 West Palm Beach, Florida 33401

 May 15, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission,

 Division of Corporation Finance,

 Office of Trade & Services

 100 F Street, N.E.,

 Washington, D.C. 20549

 Attention: Cara Wirth

 Re: Acceleration Request for PSQ Holdings, Inc.

 Registration Statement on Form S-3 (File No.
 333-287151)

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, PSQ
Holdings, Inc. (the " Company ") hereby requests that the effective date of the Company's Registration Statement
on Form S-3, Registration Number 333-287151 (the " Registration Statement ") be accelerated so that it will become effective
at 4:30 P.M., New York City time, on May 16, 2025, or as soon as practicable thereafter.

 Please contact Jonathan Talcott of Nelson Mullins Riley & Scarborough
LLP via telephone at (202) 689-2806, or via email at jon.talcott@nelsonmullins.com with any questions and please notify him when this
request for acceleration has been granted.

 Sincerely,

 PSQ Holdings, Inc.

 /s/ Michael Seifert

 Michael Seifert, Chief Executive Officer

 cc:
 James M. Giudice, Chief Legal Officer and General Counsel.

 Jonathan Talcott, Nelson Mullins Riley & Scarborough LLP

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 PSQ Holdings, Inc.

 313 Datura Street, Suite 200

 West Palm Beach, Florida 33401

 May 15, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission,

 Division of Corporation Finance,

 Office of Trade & Services

 100 F Street, N.E.,

 Washington, D.C. 20549

 Attention: Cara Wirth

 Re: Acceleration Request for PSQ Holdings, Inc.

 Registration Statement on Form S-3 (File No.
 333-287154)

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, PSQ
Holdings, Inc. (the " Company ") hereby requests that the effective date of the Company's Registration Statement
on Form S-3, Registration Number 333-287154 (the " Registration Statement ") be accelerated so that it will become effective
at 4:30 P.M., New York City time, on May 16, 2025, or as soon as practicable thereafter.

 Please contact Jonathan Talcott of Nelson Mullins Riley & Scarborough
LLP via telephone at (202) 689-2806, or via email at jon.talcott@nelsonmullins.com with any questions and please notify him when this
request for acceleration has been granted.

 Sincerely,

 PSQ Holdings, Inc.

 /s/ Michael Seifert

 Michael Seifert, Chief Executive Officer

 cc:
 James M. Giudice, Chief Legal Officer and General Counsel.

 Jonathan Talcott, Nelson Mullins Riley & Scarborough LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 15, 2025

Michael Seifert
Chief Executive Officer
PSQ Holdings, Inc.
313 Datura Street, Suite 200
West Palm Beach, FL 33401

 Re: PSQ Holdings, Inc.
 Registration Statement on Form S-3
 Filed May 9, 2025
 File No. 333-287154
Dear Michael Seifert:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Cara Wirth at 202-551-7127 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Jonathan H. Talcott
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 15, 2025

Michael Seifert
Chief Executive Officer
PSQ Holdings, Inc.
313 Datura Street, Suite 200
West Palm Beach, FL 33401

 Re: PSQ Holdings, Inc.
 Registration Statement on Form S-3
 Filed May 9, 2025
 File No. 333-287151
Dear Michael Seifert:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Cara Wirth at 202-551-7127 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Jonathan H. Talcott
</TEXT>
</DOCUMENT>

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PSQ Holdings, Inc.

250S. Australian Avenue, Suite 1300

West Palm Beach, Florida 33401

October 30, 2024

VIA EDGAR

U.S. Securities and Exchange Commission,

Division of Corporation Finance,

Office of Trade & Services

100 F Street, N.E.,

Washington, D.C. 20549

Attention: Cara Wirth

 Re: Acceleration Request for PSQ Holdings, Inc.

Registration Statement on Form S-3 (File No. 333-282846)

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended,
PSQ Holdings, Inc. (the “Company”) hereby requests that the effective date of the Company’s Registration Statement
on Form S-3, Registration Number 333-282846 (the “Registration Statement”) be accelerated so that it will become effective
at 4:30 P.M., New York City time, on November 1, 2024, or as soon as practicable thereafter.

Please contact Jonathan Talcott of Nelson Mullins Riley & Scarborough
LLP via telephone at (202) 689-2806, or via email at jon.talcott@nelsonmullins.com with any questions and please notify him when this
request for acceleration has been granted.

    Sincerely,

    PSQ Holdings, Inc.

    /s/ Michael Seifert

    Michael Seifert, Chief Executive Officer

    cc:
    James M. Giudice, Chief Legal Officer and General Counsel.

    Jonathan Talcott, Nelson Mullins Riley & Scarborough LLP

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PSQ Holdings, Inc.

250S. Australian Avenue, Suite 1300

West Palm Beach, Florida 33401

October 30, 2024

VIA EDGAR

U.S. Securities and Exchange Commission,

Division of Corporation Finance,

Office of Trade & Services

100 F Street, N.E.,

Washington, D.C. 20549

Attention: Cara Wirth

 Re: Acceleration Request for PSQ Holdings, Inc.

Registration Statement on Form S-3 (File No. 333-282847)

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended,
PSQ Holdings, Inc. (the “Company”) hereby requests that the effective date of the Company’s Registration Statement
on Form S-3, Registration Number 333-282847 (the “Registration Statement”) be accelerated so that it will become effective
at 4:30 P.M., New York City time, on November 1, 2024, or as soon as practicable thereafter.

Please contact Jonathan Talcott of Nelson Mullins Riley & Scarborough
LLP via telephone at (202) 689-2806, or via email at jon.talcott@nelsonmullins.com with any questions and please notify him when this
request for acceleration has been granted.

    Sincerely,

    PSQ Holdings, Inc.

    /s/ Michael Seifert

    Michael Seifert, Chief Executive Officer

    cc:
    James M. Giudice, Chief Legal Officer and General Counsel.

    Jonathan Talcott, Nelson Mullins Riley & Scarborough LLP

October 30, 2024
Michael Seifert
Chief Executive Officer
PSQ Holdings, Inc.
250 S. Australian Avenue, Suite 1300
West Palm Beach, FL 33401
Re:PSQ Holdings, Inc.
Registration Statement on Form S-3
Filed October 28, 2024
File No. 333-282847
Dear Michael Seifert:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Cara Wirth at 202-551-7127 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Mike Bradshaw

CORRESP
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PSQ Holdings, Inc.

250S. Australian Avenue, Suite 1300

West Palm Beach, Florida 33401

October 11, 2023

VIA EDGAR

Jennie Beysolow

Lilyanna Peyser

U.S. Securities and Exchange
Commission

100 F Street, NE

Washington,
D.C. 20549

Attn: Jennie Beysolow

Lilyanna Peyser

Re:	 PSQ Holdings, Inc.

Registration Statement on Form S-1

Filed August 9, 2023

File No. 333-273830

Dear Ms. Beysolow and Ms. Peyser:

PSQ Holdings, Inc. (the “Registrant”)
hereby requests, pursuant to Rule 461 of the rules and regulations promulgated under the Securities Act of 1933, as amended,
the acceleration of the effective date of the above-captioned Registration Statement, as amended, to 4:00 p.m., Washington, D.C. time,
on October 12, 2023 or as soon as practicable thereafter, unless the Registrant notifies you otherwise prior to such time.

    Very truly yours,

    PSQ HOLDINGS, INC.

    By:
    /s/ Michael Seifert

    Michael Seifert

    Chief Executive Officer

Cc:	Stephen Moran, General Counsel and Secretary

       Jonathan Talcott, Nelson
Mullins Riley & Scarborough LLP

[Signature Page to
Company Acceleration Request]

CORRESP
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    NELSON MULLINS RILEY & SCARBOROUGH LLP

    ATTORNEYS AND COUNSELORS AT LAW

    101 Constitution Ave, NW, Suite 900

    Washington, DC 20001

    T: 202.689.2800 F: 202.689.2860

    nelsonmullins.com

October 10, 2023

Via EDGAR

Office of Trade & Services

Division of Corporation Finance

U.S. Securities and Exchange
Commission

100 F Street, N.E.

Washington, DC 20549

    Attention:
    Jennie Beysolow

    Lilyanna Peyser

    Re:
    PSQ Holdings, Inc.

Amendment No. 1 to Registration Statement on Form S-1

Filed September 8, 2023

File No. 333-273830

Dear Ms. Beysolow and Ms. Peyser:

On behalf of PSQ Holdings, Inc. (the “Company”),
we are hereby responding to the letter dated October 4, 2023 (the “Comment Letter”) from the staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “Commission”), regarding the Company’s Amendment No.
1 to Registration Statement on Form S-1 filed on September 8, 2023 (the “Registration Statement”). In response
to the Comment Letter and to update certain information in the Registration Statement, the Company is publicly filing its Amendment No.
2 to the Registration Statement on Form S-1 (the “Amended Registration Statement”) with the Commission today.

For ease of reference, the text of each of the
Staff’s comments, as set forth in the Comment Letter, is included in bold-face type below, followed by the Company’s response.

Amendment No. 1 to Registration Statement on Form S-1 filed September
8, 2023

Cover page

    1.
    We note your disclosure of the exercise price of the warrants compared to the market price of the Class A Common Stock and that you “will not receive any proceeds from the issuance of shares of Class A Common Stock upon the exercise of the Warrants unless the holders of the Warrants exercise their Warrants for cash.” Please revise here and in the prospectus summary section, as you do on pages 43 and 70, to discuss the likelihood that warrant holders will exercise their Warrants for cash.

    Response:
    In response to the Staff’s comment, the Company has revised the disclosure on the cover page and page 6 of the prospectus contained in the Amended Registration Statement.

CALIFORNIA
| COLORADO | DISTRICT OF COLUMBIA | FLORIDA | GEORGIA | ILLINOIS | MARYLAND | MASSACHUSETTS | MINNESOTA

NEW YORK | NORTH CAROLINA | OHIO
| PENNSYLVANIA | SOUTH CAROLINA | TENNESSEE | TEXAS | VIRGINIA | WEST VIRGINIA

October 10, 2023

Page 2

Exhibit 5.1

    2.
    We note that the opinion is limited to the General Corporation Law of the State of Delaware, however it appears that the Resale Warrants, as defined in the opinion, are governed by New York law. Please revise the opinion accordingly, or advise.

    Response:
    The Company acknowledges the Staff’s comment and has filed a revised Exhibit 5.1 to the Amended Registration Statement.

*          *         *         *         *

Please direct any questions or further communications
relating to the above to the undersigned at (202) 689-2806 or E. Peter Strand at (202) 689-2983. Thank you for your attention to this
matter.

    Very truly yours,

    /s/ Jonathan H. Talcott

    Jonathan H. Talcott

    cc:
    Michael Seifert, PSQ Holdings, Inc.

    Stephen Moran, PSQ Holdings, Inc.

United States securities and exchange commission logo
October 4, 2023
Michael Seifert
President and Chief Executive Officer
PSQ Holdings, Inc.
222 Lakeview Avenue, Suite 800
West Palm Beach, Florida 33401
Re:PSQ Holdings, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed September 8, 2023
File No. 333-273830
Dear Michael Seifert:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our August 28, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-1 filed September 8, 2023
Cover page
1.We note your disclosure of the exercise price of the warrants compared to the market price
of the Class A Common Stock and that you “will not receive any proceeds from the
issuance of shares of Class A Common Stock upon the exercise of the Warrants unless the
holders of the Warrants exercise their Warrants for cash.” Please revise here and in the
prospectus summary section, as you do on pages 43 and 70, to discuss the likelihood that
warrant holders will exercise their Warrants for cash.
Exhibit 5.1
2.We note that the opinion is limited to the General Corporation Law of the State of
Delaware, however it appears that the Resale Warrants, as defined in the opinion, are
governed by New York law.  Please revise the opinion accordingly, or advise.

 FirstName LastNameMichael Seifert
 Comapany NamePSQ Holdings, Inc.
 October 4, 2023 Page 2
 FirstName LastName
Michael Seifert
PSQ Holdings, Inc.
October 4, 2023
Page 2

            Please contact Jennie Beysolow at 202-551-8108 or Lilyanna Peyser at 202-551-3222
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Mike Bradshaw, Esq.

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    NELSON MULLINS RILEY & SCARBOROUGH LLP

    ATTORNEYS AND COUNSELORS AT LAW

    101 Constitution Ave, NW, Suite 900

    Washington, DC 20001

    T: 202.689.2800 F: 202.689.2860

    nelsonmullins.com

September 8, 2023

Via EDGAR

Office of Trade & Services

Division of Corporation Finance

U.S. Securities and Exchange
Commission

100 F Street, N.E.

Washington, DC 20549

    Attention:
     Jennie Beysolow

    Lilyanna Peyser

 Re: PSQ Holdings, Inc.

Registration Statement on Form S-1

Filed August 9, 2023

File No. 333-273830

Dear Ms. Beysolow and Ms. Peyser:

On behalf of PSQ Holdings, Inc. (the “Company”),
we are hereby responding to the letter dated August 28, 2023 (the “Comment Letter”) from the staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “Commission”), regarding the Company’s Registration
Statement on Form S-1 filed on August 9, 2023 (the “Registration Statement”). In response to the Comment Letter
and to update certain information in the Registration Statement, the Company is publicly filing its Amendment No. 1 to the Registration
Statement on Form S-1 (the “Amended Registration Statement”) with the Commission today.

For ease of reference, the text of each of the
Staff’s comments, as set forth in the Comment Letter, is included in bold-face type below, followed by the Company’s response.

Registration Statement on Form S-1 filed August 9, 2023

Cover page

 1. Please revise the cover page to state the voting rights of the Class A and Class C common stock, as well as the fact that your
CEO owns 52.62% of your outstanding voting power and you are therefore a controlled company.

 Response: In response to the Staff’s comment, the Company has revised the disclosure on the cover page of the prospectus contained in
the Amended Registration Statement.

California | Colorado | District
of Columbia | Florida | Georgia | Illinois | Maryland | Massachusetts | Minnesota

New York | North Carolina | Ohio
| Pennsylvania | South Carolina | Tennessee | Texas | Virginia | West Virginia

September 8, 2023

Page 2

 2. Disclose the potential profit if the Sponsor Distributees
sell the 5,700,000 Private Warrants at a recent sale price, as well as the potential profit if the Sponsor Distributees sell the 5,700,000
shares of Class A Common Stock underlying the Private Warrants at a recent sale price assuming conversion of the Private Warrants. Also
disclose that cash proceeds of the company associated with the exercises of the warrants are dependent on the stock price.

 Response: In response to the Staff’s comment, the Company has revised the disclosure on the prospectus cover page to include disclosure
addressing the potential profit that the Sponsor Distributees could have recognized if they sold (i) the 5,700,000 Private Warrants at
a recent sale price and (ii) the 5,700,000 shares of Class A Common Stock underlying the Private Warrants at a recent sale price assuming
exercise of the Private Warrants. The Company also respectfully directs the Staff to the Company’s disclosure on the prospectus
cover page where the Company advises investors that cash proceeds associated with the exercises of the Warrants, if any, are dependent
on the trading price of shares of its Class A Common Stock exceeding the exercise price of the Warrants.

Risk Factors

Risks Related to Ownership of Our Class A Common Stock

A significant portion of our shares of Class A Common Stock will
be available for immediate resale..., page 44

 3. We note your disclosure that “[w]hile the Selling Holders may experience a positive rate of return based on the trading price
of the Company’s securities, the public holders of the Company’s securities may not experience a similar rate of return on
the securities they purchased due to differences in the applicable purchase price and trading price.” Please expand your disclosure
to state that the selling holders may therefore have an incentive to sell because of the likelihood that they will still profit on sales
because of the lower price that they purchased their shares than the public investors.

 Response: In response to the Staff’s comment, the Company has revised the disclosure on page 45 of the Amended Registration Statement.

*          *         *         *         *

Division of Corporation Finance

September 8, 2023

Page 3

Please direct any questions or further communications
relating to the above to the undersigned at (202) 689-2806 or E. Peter Strand at (202) 689-2983. Thank you for your attention to this
matter.

    Very truly yours,

    /s/ Jonathan H. Talcott

    Jonathan H. Talcott

 cc: Michael Seifert, PSQ Holdings, Inc.

Stephen Moran, PSQ Holdings, Inc.

United States securities and exchange commission logo
August 28, 2023
Michael Seifert
President and Chief Executive Officer
PSQ Holdings, Inc.
222 Lakeview Avenue, Suite 800
West Palm Beach, Florida 33401
Re:PSQ Holdings, Inc.
Registration Statement on Form S-1
Filed August 9, 2023
File No. 333-273830
Dear Michael Seifert:
            We have limited our review of your registration statement to those issues we have
addressed in our 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-1 filed August, 9, 2023
Cover page
1.Please revise the cover page to state the voting rights of the Class A and Class C common
stock, as well as the fact that your CEO owns 52.62% of your outstanding voting power
and you are therefore a controlled company.
2.Disclose the potential profit if the Sponsor Distributees sell the 5,700,000 Private
Warrants at a recent sale price, as well as the potential profit if the Sponsor Distributees
sell the 5,700,000 shares of Class A Common Stock underlying the Private Warrants at a
recent sale price assuming conversion of the Private Warrants. Also disclose that cash
proceeds of the company associated with the exercises of the warrants are dependent on
the stock price.

 FirstName LastNameMichael Seifert
 Comapany NamePSQ Holdings, Inc.
 August 28, 2023 Page 2
 FirstName LastName
Michael Seifert
PSQ Holdings, Inc.
August 28, 2023
Page 2
Risk Factor
Risks Related to Ownership of Our Class A Common Stock
A significant portion of our shares of Class A Common Stock will be available for immediate
resale..., page 44
3.We note your disclosure that “[w]hile the Selling Holders may experience a positive rate
of return based on the trading price of the Company’s securities, the public holders of the
Company’s securities may not experience a similar rate of return on the securities they
purchased due to differences in the applicable purchase price and trading price.” Please
expand your disclosure to state that the selling holders may therefore have an incentive to
sell because of the likelihood that they will still profit on sales because of the lower price
that they purchased their shares than the public investors.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Jennie Beysolow at 202-551-8108 or Lilyanna Peyser at 202-551-
3222 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Glenn Pollner, Esq.

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Colombier Acquisition Corp.

214 Brazilian Avenue, Suite 200-J

Palm Beach, FL, 33480

June 28, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street N.E.

Washington, D.C. 20549

    Re:

    Colombier Acquisition Corp.

    Amendment No. 3 to Registration Statement on Form S-4

    Filed June 26, 2023

    File No. 333-271177

Ladies and Gentleman:

Pursuant to Rule 461 under the Securities Act of 1933,
as amended, Colombier Acquisition Corp. (the “Company”) hereby requests acceleration of effectiveness of the above referenced
Registration Statement so that it will become effective at 10:00 a.m. ET June 30, 2023 or as soon as thereafter practicable, or at such
later time as the Company or its counsel may orally request by telephone call to the staff of the U.S. Securities and Exchange Commission.
Please contact Meredith Laitner of Ellenoff Grossman & Schole LLP, counsel to the Company, at (617) 823-5876 to provide notice
of effectiveness or if you have any other questions regarding this matter.

    Very truly yours,

    /s/ Omeed Malik

    Omeed Malik

    Chief Executive Officer

    cc:

    Ellenoff Grossman & Schole LLP

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Colombier Acquisition Corp.

214 Brazilian Avenue, Suite 200-J

Palm Beach, FL 33480

VIA EDGAR

June 26, 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.

    Amendment No.2 to Registration Statement on Form S-4

    Filed June 15, 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 June 22, 2023, relating to the Registration Statement
on Form S-4, filed by the Company with the Commission on June 15, 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. 3 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.

Amendment No.2 to Registration Statement on Form S-4 filed June
15, 2023

Q: What happens to the funds held in the Trust Account upon consummation
of the Business Combination?, page 29

    1.
    We note your response to comment 3, including revisions to quantify your transactional (non-deferred underwriting compensation) and deferred underwriting compensation. However, we also note that your revisions removed disclosure regarding specific planned business development initiatives and operations to state generally in part (iii) that you will use the Trust Account for working capital and general corporate purposes. Please revise this section to provide greater detail to the extent possible regarding planned working capital and general corporate purposes. In this regard, we note that elsewhere throughout your disclosure you continue to discuss the combined company’s D2C and B2B product development initiatives. Further, to the extent possible, please revise specifically quantify this item.

Response: The Company respectfully
acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on page 29-30 of the Registration Statement
to include the requested information.

The Company hereby also transmits
its response to the oral comments received from the Staff of the Commission on June 22, 2023 relating to the Registration Statement. Per
discussions with the Staff, we have included in Exhibit A to this letter additional disclosure, including with respect to the Investment
Company Act of 1940, as amended, that the Company intends to include in the Registration Statement to afford the Staff the ability to
review such proposed language as soon as possible.

* * *

We thank the Staff for its
review of this response. Should you have any questions or require any additional information, please do not hesitate to contact our legal
counsel, Meredith Laitner, Esq., of Ellenoff Grossman & Schole LLP, at mlaitner@egsllp.com or by telephone at (212) 370-1300.

    Very truly yours,

    Colombier Acquisition Corp.

    By:
    /s/ Omeed Malik

    Name:
     Omeed Malik

    Title:
    Chief Executive Officer

    cc:
    Ellenoff Grossman & Schole LLP

    Glenn Pollner

    Andrew Alin

    Judd Abramson

    Wilmer Cutler Pickering Hale and Dorr LLP

    2

Exhibit A

Proposed Disclosure for Registration Statement

To be added to the section entitled “Risk Factors-Risks Related to the Business Combination and Colombier”:

The SEC issued proposed rules relating to
certain activities of SPACs. Certain of the procedures that we, a potential initial business combination target, or others may determine
to undertake in connection with such proposals may increase our costs and the time needed to complete our initial business combination
and may constrain the circumstances under which we could complete an initial business combination. The need for compliance with the SPAC
Rule Proposals (as defined below) may cause us to liquidate the funds in the Trust Account or liquidate Colombier at an earlier time than
we might otherwise choose.

On March 30, 2022, the
SEC issued proposed rules (the “SPAC Rule Proposals”) relating, among other things, to disclosures in SEC filings
in connection with initial business combination transactions between SPACS such as us and private operating companies; the financial
statement requirements applicable to transactions involving shell companies; the use of projections by SPACs in SEC filings in connection
with proposed initial business combination transactions; the potential liability of certain participants in proposed initial business
combination transactions; and the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940
(the “Investment Company Act”), including a proposed rule that would provide SPACs a safe harbor from treatment as
an investment company if they satisfy certain conditions that limit a SPAC’s duration, asset composition, business purpose and
activities. The SPAC Rule Proposals have not yet been adopted and may be adopted in the proposed form or in a different form that could
impose additional regulatory requirements on SPACs. Certain of the procedures that we, a potential initial business combination target,
or others may determine to undertake in connection with the SPAC Rule Proposals, or pursuant to the SEC’s views expressed in the
SPAC Rule Proposals, may increase the costs and time of negotiating and completing an initial business combination, and may constrain
the circumstances under which we could complete an initial business combination. The need for compliance with the SPAC Rule Proposals
may cause us to liquidate the funds in the Trust Account or liquidate Colombier at an earlier time than we might otherwise choose. Were
we to liquidate, our warrants would expire worthless, and our securityholders would lose the investment opportunity associated with an
investment in the combined company, including any potential price appreciation of our securities.

If we are deemed to be an investment company
for purposes of the Investment Company Act, we would be required to institute burdensome compliance requirements and our activities
would be severely restricted. As a result, in such circumstances, unless we are able to modify our activities so that we would not be
deemed an investment company, we may abandon our efforts to complete a business combination and instead liquidate Colombier.

As described further above,
the SPAC Rule Proposals relate, among other matters, to the circumstances in which SPACs such as Colombier could potentially be subject
to the Investment Company Act and the regulations thereunder. The SPAC Rule Proposals would provide a safe harbor for such companies
from the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company Act, provided that
a SPAC satisfies certain criteria, including a limited time period to announce and complete a de-SPAC transaction. Specifically, to comply
with the safe harbor, the SPAC Rule Proposals would require a company to file a current report on Form 8-K announcing that it has
entered into an agreement with a target company for a business combination no later than 18 months after the effective date of its
registration statement for its initial public offering (the “IPO Registration Statement”). The company would then be
required to complete its business combination no later than 24 months after the effective date of the IPO Registration Statement.

If we are deemed to be an investment
company under the Investment Company Act, our activities would be severely restricted. In addition, we would be subject to burdensome
compliance requirements. We do not believe that our principal activities will subject us to regulation as an investment company under
the Investment Company Act. However, if we are deemed to be an investment company and subject to compliance with and regulation under
the Investment Company Act, we would be subject to additional regulatory burdens and expenses for which we have not allotted funds. As
a result, unless we are able to modify our activities so that we would not be deemed an investment company, we may abandon our efforts
to complete a business combination and instead liquidate. We intend to take such steps in the event that the proposed Business Combination
is not consummated or in the event that Colombier, in its sole discretion, determines there to be a reasonable likelihood of a material
delay to the consummation of the proposed Business Combination with PSQ due to unforeseen events or due to a failure by Colombier or
PSQ to satisfy or waive one or more of the remaining conditions to the Closing set forth in the Merger Agreement (which
are limited, following satisfaction or waiver of certain conditions previously incorporated in the Merger Agreement, including
the condition that, upon the Closing, Colombier have cash or cash equivalents of a specified dollar amount, as further described in the
June Mutual Waiver Letter, as described in further detail elsewhere in this proxy statement/prospectus) (the occurrence of any of the
foregoing events or circumstances, a “material delay”). Were we to liquidate, our warrants would expire worthless,
and our securityholders would lose the investment opportunity associated with an investment in the combined company, including any potential
price appreciation of our securities.

    3

To mitigate the risk that we might be deemed
to be an investment company for purposes of the Investment Company Act, we may, at any time, instruct the trustee to liquidate the investments held
in the Trust Account and instead to hold the funds in the Trust Account in an interest-bearing demand deposit account until the earlier
of the consummation of a business combination or our liquidation. As a result, we may receive less interest on the funds held in the Trust
Account than the interest we would have received pursuant to our original Trust Account investments, which could reduce the dollar amount
our public stockholders would receive upon any redemption or our liquidation.

The funds in the Trust Account
have, since our IPO, been held only in U.S. government treasury obligations with a maturity of 185 days or less or in money
market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the
Investment Company Act. However, to mitigate the risk of us being deemed to be an unregistered investment company (including under the
subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company
Act, we may, at any time, instruct Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account,
to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to hold all
funds in the Trust Account in an interest bearing demand deposit account at a bank until the earlier of the consummation
of a business combination or the liquidation of Colombier. We intend to take such steps in the event that the proposed Business
Combination with PSQ is not consummated or, in the event that Colombier, in its sole discretion, determines there to be a reasonable likelihood
of a material delay to the consummation of the proposed Business Combination with PSQ. However, the risks described herein exist
even if no such material delay occurs or is determined to be reasonably likely to occur. Following such liquidation, we may receive less
interest on the funds held in the Trust Account than the interest we would have received pursuant to our original Trust Account investments.
However, interest previously earned on the funds held in the Trust Account still may be released to us to pay our taxes, if any, and certain
other expenses as permitted. As a result, any decision to liquidate the investments held in the Trust Account and thereafter
to hold all funds in the Trust Account in an interest-bearing demand deposit account could reduce the dollar amount our public stockholders
would receive upon any redemption or our liquidation.

The longer that the funds
in the Trust Account are held in short-term U.S. government treasury obligations or in money market funds invested exclusively in
such securities, the greater the risk that we may be deemed to be an unregistered investment company, in which case we may be required
to liquidate Colombier. Accordingly, we may determine, in our discretion, to liquidate the securities held in the Trust Account
at any time and instead hold all funds in the Trust Account in an interest-bearing demand deposit account, which could further reduce
the dollar amount our public stockholders would receive upon any redemption or our liquidation, and we expect to proceed with such steps
in the event that that proposed Business Combination with PSQ is not consummated or in the event that Colombier, in its sole discretion,
determines there to be a reasonable likelihood of a material delay to the consummation of the proposed Business Combination with PSQ. Were
we to liquidate, our warrants would expire worthless, and our securityholders would lose the investment opportunity associated with an
investment in the combined company, including any potential price appreciation of our securities.

4

United States securities and exchange commission logo
June 22, 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. 2 to Registration Statement on Form S-4
Filed June 15, 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 June 5, 2023 letter.
Amendment No. 2 to Registration Statement on Form S-4 filed June 15, 2023
Q. What happens to the funds held in the Trust Account upon consummation of the Business
Combination?, page 29
1.We note your response to comment 3, including revisions to quantify your transactional
(non-deferred underwriting compensation) and deferred underwriting compensation.
However, we also note that your revisions removed disclosure regarding specific planned
business development initiatives and operations to state generally in part (iii) that you will
use the Trust Account for working capital and general corporate purposes.  Please revise
this section to provide greater detail to the extent possible regarding planned working
capital and general corporate purposes.  In this regard, we note that elsewhere throughout
your disclosure you continue to discuss the combined company's D2C and B2B product

 FirstName LastNameOmeed Malik
 Comapany NameColombier Acquisition Corp.
 June 22, 2023 Page 2
 FirstName LastName
Omeed Malik
Colombier Acquisition Corp.
June 22, 2023
Page 2
development initiatives.  Further, to the extent possible, please revise to specifically
quantify this item.
            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

CORRESP
1
filename1.htm

Colombier Acquisition Corp.

214 Brazilian Avenue, Suite 200-J

Palm Beach, FL 33480

VIA EDGAR

June 14, 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.

    Amendment No.1 to Registration Statement on Form S-4

    Filed May 23, 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 June 5, 2023, relating to the Registration Statement
on Form S-4, filed by the Company with the Commission on May 23, 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. 2 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.

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 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.

Response: The Company respectfully
acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on page 18-21 of the Registration Statement
to include the requested information.

 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.

Response: The Company
respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on page 8, 20, 75 and
116 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 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.

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 33

 4. Please revise the sixth paragraph to also disclose the company’s revenues for the referenced
periods.

Response: The Company respectfully
acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on page 34 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...,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.

Response: The Company respectfully
acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on page 73-76 of the Registration Statement
to include the requested information.

Information about PSQ

Product Development, page 225

 6. We note that 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.)

Response: The Company respectfully
acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on page 226 of the Registration Statement
to include the requested information.

* * *

    2

We thank the Staff for its
review of this response. Should you have any questions or require any additional information, please do not hesitate to contact our legal
counsel, Meredith Laitner, Esq., of Ellenoff Grossman & Schole LLP, at mlaitner@egsllp.com or by telephone at (212) 370-1300.

    Very truly yours,

    Colombier Acquisition Corp.

    By:
    /s/ Omeed Malik

    Name:
     Omeed Malik

    Title:
    Chief Executive Officer

    cc:
    Ellenoff Grossman & Schole LLP

    Glenn Pollner

    Andrew Alin

    Judd Abramson

    Wilmer Cutler Pickering Hale and Dorr LLP

3

United States securities and exchange commission logo
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

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

United States securities and exchange commission logo
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

 FirstName LastNameOmeed Malik
 Comapany NameColombier Acquisition Corp.
 May 5, 2023 Page 2
 FirstName LastName
Omeed Malik
Colombier Acquisition Corp.
May 5, 2023
Page 2
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.

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

 FirstName LastNameOmeed Malik
 Comapany NameColombier Acquisition Corp.
 May 5, 2023 Page 4
 FirstName LastName
Omeed Malik
Colombier Acquisition Corp.
May 5, 2023
Page 4
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.

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

 FirstName LastNameOmeed Malik
 Comapany NameColombier Acquisition Corp.
 May 5, 2023 Page 6
 FirstName LastName
Omeed Malik
Colombier Acquisition Corp.
May 5, 2023
Page 6
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.

 FirstName LastNameOmeed Malik
 Comapany NameColombier Acquisition Corp.
 May 5, 2023 Page 7
 FirstName LastNameOmeed Malik
Colombier Acquisition Corp.
May 5, 2023
Page 7
Product Development, page 213
29.We no

CORRESP
1
filename1.htm

B. Riley Securities, Inc.

299 Park Avenue

New York, NY 10171

June 4, 2021

VIA EDGAR

Division of Corporate Finance

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549-4720

Attention: Todd Shiffman

    Re:
    Colombier Acquisition Corp.

    Registration Statement on Form S-1

    Filed March 19, 2021, as amended

    File No. 333-254492

Dear Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and
Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned hereby joins in the request of Colombier
Acquisition Corp. that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective
at 4:00 p.m. EST on June 8, 2021, or as soon as thereafter practicable.

Pursuant to Rule 460 of the General Rules and
Regulations under the Act, the undersigned advises that as of the date hereof, 830 copies of the Preliminary Prospectus dated June 3,
2021 have been distributed to prospective dealers, institutional investors, retail investors and others.

The undersigned advises that it has complied and
will continue to comply with the requirements of Rule 15c2-8 under the Securities and Exchange Act of 1934, as amended.

[signature page follows]

    Very truly yours,

    B. RILEY SECURITIES, INC.

    By:
    /s/ Jimmy Baker

    Name:
    Jimmy Baker

    Title:
    Head of Capital Markets

      -2-

CORRESP
1
filename1.htm

Colombier Acquisition Corp.

214 Brazilian Avenue, Suite 200-A

Palm Beach, FL 33480

June 4, 2021

VIA EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-4720

Attention: Todd Schiffman

Colombier Acquisition Corp.

Registration Statement on

Form S-1 (File No. 333-254492)

Dear Ladies and Gentlemen:

Pursuant to Rule 461 of the
Securities Act of 1933, as amended, we hereby request that the effective date of the above-captioned Registration Statement on Form S-1
(the “Registration Statement”) relating to the registration of 17,250,000 units (which includes 2,250,000 units to cover over-allotments),
each consisting of one share of Class A common stock, $0.0001 par value, and one-third of one warrant, of Colombier Acquisition Corp.
(the “Company”) be accelerated to June 8, 2021 at 4:00 P.M. Eastern Time or as soon thereafter as may be practicable.

We understand that the Staff
will consider this request as confirmation by the Company of its awareness of its responsibilities under the federal securities laws as
they relate to the issuance of the securities covered by the Registration Statement. If you have any questions regarding the foregoing,
please contact Payam Siadatpour of Eversheds Sutherland (US) LLP at (202) 383-0278.

*****

    Very truly yours,

    By:
    /s/ Omeed Malik

    Name:
    Omeed Malik

    Title:
    Chief Executive Officer

CORRESP
1
filename1.htm

[Letterhead of Eversheds Sutherland
(US) LLP]

May 28, 2021

VIA EDGAR

U.S. Securities and
Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-4720

 Re: Colombier Acquisition Corp.

   Amendment No. 1 to the Registration Statement on Form S-1 (File
No. 333-254492)

Ladies and Gentlemen:

On
behalf of Colombier Acquisition Corp. (the “Company”), set forth below are the Company’s responses
to the comments provided by the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities
and Exchange Commission (the “SEC”) to the Company on May relating to the Company’s Amendment No. 1 to
the Registration Statement on Form S-1 (File No. 333-254492) that was filed with the SEC on May 7, 2021 (the “Registration
Statement”). The Staff’s comments are set forth below in italics and are followed by the Company’s responses.
Where revisions to the Registration Statement are referenced in the Company’s responses set forth below, such revisions are included
in Amendment No. 2 to the Registration Statement, which was filed with the SEC on May 20, 2021 (the “Amended Registration
Statement”).

Warrants,
page 110

 1. Comment: Please discuss the Applicable
Law provisions in Section 9.3 of the Warrant Agreement, including how they apply to claims under the Securities Act or Exchange Act.

Response:
The Company has revised the disclosure on page 112 of the Amended Registration Statement to reflect the Staff’s comment.

*           *            *

Please do not hesitate to
call me at (703) 472-4146 or Steven B. Boehm at (202) 383-0176 if you have any questions or require any additional information.

    1

    Sincerely,

    /s/ Payam Siadatpour

    Payam Siadatpour

    cc:

    Omeed Malik, Colombier Acquisition Corp.

    Steven B. Boehm, Esq., Eversheds Sutherland
    (US) LLP

    2

United States securities and exchange commission logo
May 17, 2021
Omeed Malik
Chairman and Chief Executive Officer
Colombier Acquisition Corp.
590 Madison Ave., 21st Floor
New York, New York 10002
Re:Colombier Acquisition Corp.
Amendment No. 1 to Registration Statement on Form S-1
Filed May 7, 2021
File No. 333-254492
Dear Mr. 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.
Amendment No. 1 to Registration Statement on Form S-1
Warrants, page 110
1.Please discuss the Applicable Law provisions in Section 9.3 of the Warrant Agreement,
including how they apply to claims under the Securities Act or Exchange Act.

 FirstName LastNameOmeed  Malik
 Comapany NameColombier Acquisition Corp.
 May 17, 2021 Page 2
 FirstName LastName
Omeed  Malik
Colombier Acquisition Corp.
May 17, 2021
Page 2
            You may contact Lory Empie at 202-551-3714 or Hugh West at 202-551-3872 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Todd Schiffman at 202-551-3491 or Justin Dobbie at 202-551-3469 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
1
filename1.htm

[Letterhead of Eversheds Sutherland
(US) LLP]

May 7, 2021

VIA EDGAR

U.S. Securities and
Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-4720

 Re: Colombier Acquisition Corporation

Registration Statement
on Form S-1 (File No. 333-254492)

Ladies and Gentlemen:

On behalf of Colombier Acquisition
Corporation (the “Company”), set forth below are the Company’s responses to the comments provided by the
staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the
 “SEC”) to the Company on April 15, 2021 relating to the Company’s Registration Statement on Form S-1 (File
No. 333-254492) that was filed with the SEC on March 19, 2021 (the “Registration Statement”). The Staff’s
comments are set forth below in italics and are followed by the Company’s responses. Where revisions to the Registration Statement
are referenced in the Company’s responses set forth below, such revisions are included in Amendment No. 1 to the Registration Statement,
which was filed with the SEC on May 7, 2021 (the “Amended Registration Statement”).

Acquisition
Process, page 5

1. Comment: Please clarify here that the low price the founders paid for the founder
shares creates an incentive whereby your officers and directors could potentially make a substantial profit even if you select an acquisition
target that subsequently declines in value and is unprofitable for public investors. As a separate matter add a risk factor addressing
this risk.

Response:
The Company has revised the disclosure on page 6 of the Amended Registration Statement and added risk factor disclosure on page 48 of
the Amended Registration Statement to reflect the Staff’s comment.

Use of Proceeds, page 58

2. Comment: Please include a footnote discussing the advisory fee that is being paid
to Farvahar Capital, an affiliate
of the sponsor.

Response:
The Company has added footnote 4 to the “Use of Proceeds” table on page 58 of the Amended Registration Statement to reflect
the Staff’s comment.

Principal Stockholders, page 102

3. Comment: Please disclose the natural person or persons who directly or indirectly
exercise(s) sole or shared voting or investment control over the shares held by Colombier Sponsor LLC.

Response:
The Company has revised page 102 of the Amended Registration Statement to reflect the Staff’s comment.

*	*	*

Please do not hesitate to
call me at (703) 472-4146 or Steven B. Boehm at (202) 383-0176 if you have any questions or require any additional information.

    Sincerely,

    /s/ Payam Siadatpour

    Payam Siadatpour

 cc: Omeed Malik, Colombier Acquisition Corporation

                                                                                Steven B. Boehm, Esq., Eversheds Sutherland (US) LLP

United States securities and exchange commission logo
April 15, 2021
Omeed Malik
Chairman and Chief Executive Officer
Colombier Acquisition Corp.
590 Madison Ave., 21st Floor
New York, New York 10002
Re:Colombier Acquisition Corp.
Registration Statement on Form S-1
Filed March 19, 2021
File No. 333-254492
Dear Mr. Malik:
            We have reviewed your registration statement and have the following comments.
            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-1
Acquisition Process, page 5
1.Please clarify here that the low price the founders paid for the founder shares creates an
incentive whereby your officers and directors could potentially make a substantial profit
even if you select an acquisition target that subsequently declines in value and is
unprofitable for public investors. As a separate matter add a risk factor addressing this
risk.
Use of Proceeds, page 58
2.Please include a footnote discussing the advisory fee that is being paid to Farvahar
Capital, an affiliate of the sponsor.

 FirstName LastNameOmeed  Malik
 Comapany NameColombier Acquisition Corp.
 April 15, 2021 Page 2
 FirstName LastName
Omeed  Malik
Colombier Acquisition Corp.
April 15, 2021
Page 2
Principal Stockholders, page 102
3.Please disclose the natural person or persons who directly or indirectly exercise(s) sole or
shared voting or investment control over the shares held by Colombier Sponsor LLC.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Lory Empie at 202-551-3714 or Hugh West at 202-551-3872 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Todd Schiffman at 202-551-3491 or Justin Dobbie at 202-551-3469 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance