UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
PSQ
Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Delaware |
|
86-2062844 |
| (State or other jurisdiction of |
|
(I.R.S. Employer |
| incorporation or organization) |
|
Identification Number) |
250 S. Australian Avenue, Suite 1300
West Palm Beach, Florida 33401
(Address of Principal Executive Offices) (Zip Code)
PSQ Holdings, Inc. 2023 Stock Incentive Plan
PSQ Holdings, Inc. Employee Stock Purchase
Plan
(Full title of the plans)
Michael Seifert
Chairman, President and Chief Executive Officer
PSQ Holdings, Inc.
250 S. Australian Avenue, Suite 1300
West Palm Beach, Florida 33401
(Name and address of agent for service)
(877) 776-2402
Telephone number, including area code, of agent for service
Copies to:
Jonathan Talcott
E. Peter Strand
Michael Bradshaw
Nelson Mullins Riley & Scarborough LLP
101 Constitution Avenue NW, Suite 900
Washington, DC 20001
Telephone: (202) 689-2800
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer |
|
☐ |
|
Accelerated filer |
|
☐ |
| Non-accelerated filer |
|
☒ |
|
Smaller reporting company |
|
☒ |
| |
|
|
|
Emerging growth company |
|
☒ |
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 7(a)(2)(B) of Securities Act. ☐
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
| ITEM 2. | Registrant Information and Employee Plan Annual Information* |
| * |
The document(s) containing the information specified in Part I of this Form S-8 will be sent or given to participants in the PSQ Holdings, Inc. 2023 Stock Incentive Plan, or PSQ Holdings, Inc. 2023 Employee Stock Purchase Plan, as applicable, as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”). In accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”) and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference in this Form S-8 pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act and are on file at the Company’s principal executive offices and available, without charge, upon written request to: General Counsel, PSQ Holdings, Inc., 250 S. Australian Avenue, Suite 1300, West Palm Beach, Florida 33401. |
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. | Incorporation of Documents by Reference. |
The following documents filed PSQ Holdings, Inc. (formerly known as Colombier
Acquisition Corp.) (the “Company”) with the U.S. Securities and Exchange Commission (“SEC”) are hereby incorporated
by reference into this registration statement (in each case excluding any information furnished and not filed according to applicable
rules, such as information furnished pursuant to Item 2.02 or Item 7.01 on any Current Report on Form 8-K):
| ● | the
Company’s Annual Report on Form
10-K for the year ended December 31, 2022 filed with the SEC on March 24, 2023; |
| ● | the
Company’s Quarterly Reports on Form 10-Q for the period ended March 31, 2023 filed with the SEC on May
12, 2023 and for the period ended June 30, 2023 filed with the SEC on August
9, 2023; |
| ● | the
description of the Company’s
Common Stock set forth in the Company’s registration statement on Form 8-A12B/A filed
with the SEC on July 20, 2023, and any amendment or report filed with
the SEC for the purposes of updating such description. |
All documents subsequently filed with the SEC by
the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1943, prior to the filing of a post-effective
amendment to this registration statement which indicates that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this registration statement (in each case excluding any information
furnished and not filed according to applicable rules, such as information furnished pursuant to Item 2.02 or Item 7.01 on any Current
Report on Form 8-K) and to be part hereof from the date of filing of such documents.
Any statement contained in a document incorporated
or deemed to be incorporated by reference in this registration statement shall be deemed to be modified or superseded for purposes of
this registration statement to the extent that a statement contained in this registration statement, or in any other subsequently filed
document that also is or is deemed to be incorporated by reference in this registration statement, modifies or supersedes such prior statement.
Any statement contained in this registration statement shall be deemed to be modified or superseded to the extent that a statement contained
in a subsequently filed document that is or is deemed to be incorporated by reference in this registration statement modifies or supersedes
such prior statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute
a part of this registration statement.
| Item 4. | Description of Securities. |
Not applicable.
| Item 5. | Interests of Named Experts and Counsel. |
Not applicable.
| Item 6. | Indemnification of Directors and Officers. |
Section 145 of the Delaware General Corporation
Law (the “DGCL”) provides that a corporation may indemnify directors and officers as well as other employees and individuals
against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by
such person in connection with any threatened, pending or completed actions, suits or proceedings in which such person is made a party
by reason of such person being or having been a director, officer, employee or agent of the registrant. The DGCL provides that Section 145
is not exclusive of other rights to which those seeking indemnification may be entitled under any bylaws, agreement, vote of stockholders
or disinterested directors or otherwise. The registrant’s certificate of incorporation and bylaws provide for indemnification by
the registrant of its directors and officers to the fullest extent permitted by the DGCL.
Section 102(b)(7) of the
DGCL permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable
to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (1) for
any breach of the director’s duty of loyalty to the corporation or its stockholders, (2) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law, (3) for unlawful payments of dividends or unlawful stock
repurchases, redemptions or other distributions or (4) for any transaction from which the director derived an improper personal benefit.
The registrant’s certificate of incorporation provides for such limitation of liability to the fullest extent permitted by the DGCL.
The registrant has entered
into indemnification agreements with each of its directors and executive officers to provide contractual indemnification in addition to
the indemnification provided in its certificate of incorporation. Each indemnification agreement provides for indemnification and advancements
by the registrant of certain expenses and costs relating to claims, suits or proceedings arising from his or her service to the registrant
or, at the registrant’s request, service to other entities, as officers or directors to the maximum extent permitted by applicable
law. The registrant believes that these provisions and agreements are necessary to attract qualified directors.
The registrant also maintains
standard policies of insurance under which coverage is provided (1) to its directors and officers against loss arising from claims
made by reason of breach of duty or other wrongful act, while acting in their capacity as directors and officers of the registrant, and
(2) to the registrant with respect to payments which may be made by the registrant to such officers and directors pursuant to any
indemnification provision contained in the registrant’s certificate of incorporation and bylaws or otherwise as a matter of law.
The foregoing summaries are
necessarily subject to the complete text of the statute, the registrant’s certificate of incorporation and bylaws, as amended to
date, and the arrangements referred to above and are qualified in their entirety by reference thereto.
| Item 7. | Exemption from Registration Claimed. |
Not applicable.
The exhibits required to be filed as part of this
registration statement are listed in the Exhibit Index set forth below immediately preceding the signature page to this registration statement.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period
in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any
prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To reflect
in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration
Fee” table in the effective registration statement; and
(iii) To include any material information
with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information
in the registration statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the
information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished
to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.
(2) That, for the purpose of
determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration
by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes
that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s
annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
EXHIBIT INDEX
| # | Denotes compensatory plan or arrangement |
SIGNATURES
The Registrant: Pursuant to the requirements
of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of West Palm Beach, State of Florida, on September 25, 2023.
| |
PSQ HOLDINGS, INC. |
| |
|
|
|
| |
By: |
/s/ Michael Seifert |
| |
|
Name: |
Michael Seifert |
| |
|
Title: |
President and Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person
whose signature appears below constitutes and appoints Michael Seifert and Bradley Searle, and each of them acting alone, with full power
of substitution, such person’s true and lawful attorney-in-fact and agent for such person, with full power and authority to do any
and all acts and things and to execute any and all instruments which said attorney and agent determines may be necessary or advisable
or required to comply with the Securities Act of 1933 and any rules or regulations or requirements of the SEC in connection with this
registration statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the capacities indicated below to this registration statement,
to any and all amendments, both pre-effective and post-effective, and supplements to this registration statement, and to any and all instruments
or documents filed as part of or in conjunction with this registration statement or amendments or supplements thereof, and each of the
undersigned hereby ratifies and confirms that said attorney and agent shall do or cause to be done by virtue hereof. This Power of Attorney
may be signed in several counterparts.
Pursuant to the requirements of the Securities
Act of 1933, this registration statement has been signed by the following persons in the capacities on September 25, 2023:
| Signature |
|
Title |
| |
|
|
| /s/ Michael Seifert |
|
President, Chief Executive Officer and Chairman of the Board |
| Michael Seifert |
|
(Principal Executive Officer) |
| |
|
|
| /s/ Bradley Searle |
|
Chief Financial Officer and Treasurer |
| Bradley Searle |
|
(Principal Financial and Accounting Officer) |
| |
|
|
| /s/ Omeed Malik |
|
Director |
| Omeed Malik |
|
|
| |
|
|
| /s/ Nick Ayers |
|
Director |
| Nick Ayers |
|
|
| |
|
|
| /s/ Blake Masters |
|
Director |
| Blake Masters |
|
|
| |
|
|
| /s/ Davis Pilot III |
|
Director |
| Davis Pilot III |
|
|
| |
|
|
| /s/ James Rinn |
|
Director |
| James Rinn |
|
|
| |
|
|
| /s/ Kelly Loeffler |
|
Director |
| Kelly Loeffler |
|
|
Exhibit 4.5
PSQ HOLDINGS, INC.
RESTRICTED STOCK
UNIT AGREEMENT
PSQ Holdings, Inc. (the
“Company”) hereby grants the following restricted stock units pursuant to the PSQ Holdings, Inc. 2023 Stock Incentive
Plan. The terms and conditions attached hereto are also a part hereof.
Notice of Grant
| Name of recipient (the “Participant”): |
|
| Grant Date: |
|
| Number of restricted stock units (“RSUs”) granted: |
|
| Vesting Start Date: |
|
Vesting Schedule:
| Vesting Date: |
Number of RSUs that Vest: |
| |
|
| |
|
| All vesting is dependent on the Participant remaining an Eligible Participant, as provided herein. |
This grant of RSUs satisfies
in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities.
| |
|
PSQ Holdings, Inc. |
| |
|
|
| Signature of Participant |
|
|
| |
|
|
|
|
By: |
|
| Street Address |
|
[Name of Officer] |
| |
|
Title: |
| City/State/Zip Code |
|
|
|
PSQ Holdings, Inc.
Restricted Stock Unit
Agreement
Incorporated Terms
and Conditions
For valuable consideration,
receipt of which is acknowledged, the parties hereto agree as follows:
| 1. | Award
of Restricted Stock Units. |
The Company has granted
to the Participant, subject to the terms and conditions set forth in this Restricted Stock Unit Agreement (this “Agreement”)
and in the PSQ Holdings, Inc. 2023 Stock Incentive Plan (the “Plan”), an award with respect to the number of RSUs set
forth in the Notice of Grant that forms part of this Agreement (the “Notice of Grant”). Each RSU represents the right
to receive one share of Class A common stock, $0.0001 par value per share, of the Company (the “Common Stock”) upon
vesting of the RSU, subject to the terms and conditions set forth herein.
The RSUs shall vest in
accordance with the Vesting Schedule set forth in the Notice of Grant (the “Vesting Schedule”). Any fractional shares
resulting from the application of any percentages used in the Vesting Schedule shall be rounded down to the nearest whole number of RSUs.
Upon the vesting of the RSU, the Company will deliver to the Participant, for each RSU that becomes vested, one share of Common Stock,
subject to the payment of any taxes pursuant to Section 7. The Common Stock will be delivered to the Participant as soon as practicable
following each vesting date, but in any event within 30 days of such date.
| 3. | Forfeiture
of Unvested RSUs Upon Cessation of Service. |
In the event that the
Participant ceases to be an employee, officer, or director of, or consultant or advisor to, the Company or any other entity the employees,
officers, directors, consultants, or advisors of which are eligible to receive awards under the Plan (an “Eligible Participant”)
for any reason or no reason, with or without cause, all of the RSUs that are unvested as of the time of such cessation shall be forfeited
immediately and automatically to the Company, without the payment of any consideration to the Participant, effective as of such cessation.
The Participant shall have no further rights with respect to the unvested RSUs or any Common Stock that may have been issuable with respect
thereto. If the Participant provides services to a subsidiary of the Company, any references in this Agreement to provision of services
to the Company shall instead be deemed to refer to service with such subsidiary.
| 4. | Restrictions
on Transfer. |
The Participant shall
not sell, assign, transfer, pledge, hypothecate, encumber or otherwise dispose of, by operation of law or otherwise (collectively “transfer”)
any RSUs, or any interest therein. The Company shall not be required to treat as the owner of any RSUs or issue any Common Stock to any
transferee to whom such RSUs have been transferred in violation of any of the provisions of this Agreement.
| 5. | Rights
as a Stockholder. |
The Participant shall
have no rights as a stockholder of the Company with respect to any shares of Common Stock that may be issuable with respect to the RSUs
until the issuance of the shares of Common Stock to the Participant following the vesting of the RSUs.
| |
6. |
Provisions of the Plan. |
This Agreement is subject
to the provisions of the Plan, a copy of which is furnished to the Participant with this Agreement.
(a) Acknowledgments;
No Section 83(b) Election. The Participant acknowledges that he or she is responsible for obtaining the advice of the Participant’s
own tax advisors with respect to the award of RSUs and the Participant is relying solely on such advisors and not on any statements or
representations of the Company or any of its agents with respect to the tax consequences relating to the RSUs. The Participant understands
that the Participant (and not the Company) shall be responsible for the Participant’s tax liability that may arise in connection
with the acquisition, vesting and/or disposition of the RSUs. The Participant acknowledges that no election under Section 83(b) of
the Internal Revenue Code of 1986, as amended (the “Code”), is available with respect to RSUs.
(b) Withholding.
The Participant acknowledges and agrees that the Company has the right to deduct from payments of any kind otherwise due to the Participant
any federal, state, local or other taxes of any kind required by law to be withheld with respect to the vesting of the RSUs. At such time
as the Participant is not aware of any material nonpublic information about the Company or the Common Stock and is not prohibited from
doing so by the Company’s insider trading policy or otherwise, the Participant shall execute the instructions set forth in Schedule
A attached hereto (the “Durable Automatic Sell-to-Cover Instruction”) as the means of satisfying such tax
obligation unless the Participant has already executed such instruction, as determined by the Company. If the Participant does not execute
the Durable Automatic Sell-to-Cover Instruction prior to an applicable vesting date, then the Participant agrees that if under applicable
law the Participant will owe taxes at such vesting date on the portion of the award then vested the Company shall be entitled to immediate
payment from the Participant of the amount of any tax required to be withheld by the Company. The Company shall not deliver any shares
of Common Stock to the Participant until it is satisfied that all required withholdings have been made.
(a) No Right
to Continued Service. The Participant acknowledges and agrees that, notwithstanding the fact that the vesting of the RSUs is contingent
upon his or her continued service to the Company, this Agreement does not constitute an express or implied promise of continued service
relationship with the Participant or confer upon the Participant any rights with respect to a continued service relationship with the
Company or any affiliate of the Company.
(b) Section 409A.
The RSUs awarded pursuant to this Agreement are intended to be exempt from or comply with the requirements of Section 409A of the
Code and the Treasury Regulations issued thereunder (“Section 409A”). The delivery of shares of Common Stock on
the vesting of the RSUs may not be accelerated or deferred unless permitted or required by Section 409A.
(c) Participant’s
Acknowledgments. The Participant acknowledges that he or she: (i) has read this Agreement; (ii) has been represented in
the preparation, negotiation and execution of this Agreement by legal counsel of the Participant’s own choice or has voluntarily
declined to seek such counsel; (iii) understands the terms and consequences of this Agreement; (iv) is agreeing, in accepting
this award, to be bound by any clawback policy that the Company has in place or may adopt in the future; and (v) is fully aware of
the legal and binding effect of this Agreement.
(d) Governing
Law. This Agreement shall be construed, interpreted and enforced in accordance with the internal laws of the State of Delaware without
regard to any applicable conflicts of laws provisions.
Schedule A
Durable Automatic Sell-to-Cover
Instruction
This Durable Automatic
Sell-to-Cover Instruction (this “Instruction”), which is being delivered to PSQ Holdings, Inc. (the “Company”)
by the undersigned on the date set forth below (the “Adoption Date”), relates to the Covered RSUs (as defined following
my signature below). This Instruction provides for “eligible sell-to-cover transactions” (as described in Rule 10b5-1(c)(1)(ii)(D)(3)
under the Securities Exchange Act of 1934 (the “Exchange Act”)) and is intended to satisfy the affirmative defense
conditions of Rule 10b5-1(c)(1) under the Exchange Act.
I acknowledge that upon
vesting and settlement of any Covered RSUs in accordance with the applicable RSU’s terms, whether vesting is based on the passage
of time or the achievement of performance goals, I will have compensation income equal to the fair market value of the shares of the Company’s
common stock subject to the RSUs that are settled on such settlement date and that the Company is required to withhold income and employment
taxes in respect of that compensation income.
I desire to establish
a plan and process to satisfy such withholding obligation in respect of all Covered RSUs through an automatic sale of a portion of the
shares of the Company’s common stock that would otherwise be issuable to me on each applicable settlement date, such portion to
be in an amount sufficient to satisfy such withholding obligation, with the proceeds of such sale delivered to the Company in satisfaction
of such withholding obligation.
I understand that the
Company has arranged for the administration and execution of its equity incentive programs and the sale of securities by participants
thereunder pursuant to a platform administered by a third party (the “Administrator”) and the Administrator’s
designated brokerage partner.
Upon the settlement of
any of my Covered RSUs after the 30th day following the Adoption Date (or if I am an officer of the Company on the Adoption Date, after
the later of: (i) the 90th day following the Adoption Date or (ii) two business days following the disclosure of the Company’s financial
results in Form 10-Q or Form 10-K for the completed fiscal quarter in which this Instruction was adopted (or, with respect to this clause
(ii), if sooner, the 120th day after adoption of this Instruction)), I hereby appoint the Administrator (or any successor administrator)
to automatically sell such number of shares of the Company’s common stock issuable with respect to such RSUs that vested and settled
as is sufficient to generate net proceeds sufficient to satisfy the Company’s minimum statutory withholding obligations with respect
to the income recognized by me in connection with the vesting and settlement of such RSUs (based on minimum statutory withholding rates
for all tax purposes, including payroll and social security taxes, that are applicable to such income), and the Company shall receive
such net proceeds in satisfaction of such tax withholding obligation.
I hereby appoint the Chief
Legal Officer, General Counsel & Secretary of the Company to serve as my attorney in fact to arrange for the sale of shares of the
Company’s common stock in accordance with this Instruction. I agree to execute and deliver such documents, instruments and certificates
as may reasonably be required in connection with the sale of the shares of common stock pursuant to this Instruction.
If I have previously adopted
an automatic sale or sell-to-cover instruction relating to Covered RSUs, this Instruction shall be void ab initio.
I hereby certify that,
as of the Adoption Date:
(i) I am not prohibited
from entering into this Instruction by the Company’s insider trading policy or otherwise;
(ii) I am not aware
of any material nonpublic information about the Company or its common stock; and
(iii) I am adopting
this Instruction in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5 under the Exchange Act.
Covered RSUs:
The following restricted stock units (“RSUs”)
are covered by this Instruction.
Check all applicable boxes1:
☐ The first award of RSUs granted
to me on or after ______________ [insert date of grant of current RSUs the grant of which is triggering the execution of this Instruction;
if Instruction is being executed in advance of a grant of RSUs, insert the Adoption Date] and any RSUs that may, from time to time
following such date, be granted to me by the Company, other than any future granted RSUs which by the terms of the applicable award agreement
require the Company to withhold shares for tax withholding obligations in connection with the vesting and settlement of such RSUs, and
therefore do not permit sell-to-cover transactions.
☐ Any outstanding RSUs that were granted
to me by the Company prior to the Adoption Date that (1) are not subject to any prior automatic sale or sell-to-cover instruction and
(2) for which the next vesting date is after the cooling-off period referred to above, other than any previously granted RSUs which by
the terms of the applicable award agreement require the Company to withhold shares for tax withholding obligations in connection with
the vesting and settlement of such RSUs, and therefore do not permit sell-to-cover transactions.
1 Note to RSU Recipient:
| ● | If you have never received RSUs from the Company before, you only need to
check the 1st box. |
| ● | If you have received RSUs from the Company before but have not previously
signed a “durable” sell-to-cover instruction: |
| ○ | check the 1st box to cover any current and future RSU grants to be made to you; |
| ○ | you may also check the 2nd box for previously granted RSUs (other than those that would vest during the “cooling
off period” described above) that are not subject to a sell-to-cover instruction at all. |
| ■ | (If you do not check the 2nd box, you will continue to have to make other
arrangements to satisfy your tax withholding obligations at vesting and settlement of such RSUs.). |
| ● | If you previously signed a “durable” sell-to-cover instruction,
you do not need to complete and sign this Instruction at all. |
5
Exhibit 5.1
 |
NELSON MULLINS RILEY & SCARBOROUGH LLP
ATTORNEYS AND COUNSELORS AT LAW |
| |
101 Constitution Avenue, NW
Suite 900
Washington, DC 20001
T: 202.689.2983 F: 202.689.2952
nelsonmullins.com |
September 25, 2023
PSQ Holdings, Inc.
250 S. Australian Avenue, Suite 1300
West Palm Beach, Florida 33401
| RE: | Registration Statement on Form S-8 in connection with the PSQ Holdings, Inc. 2023 Stock Incentive Plan and the PSQ Holdings, Inc.
2023 Employee
Stock Purchase Plan |
Ladies and Gentlemen:
We have acted as counsel to PSQ Holdings, Inc.,
a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-8 (the “Registration
Statement”) to be filed by the Company on or about September 25, 2023 with the U.S. Securities and Exchange Commission (the
“SEC”) under the Securities Act of 1933, as amended, related to the offering of up to an aggregate of 7,688,696 shares
of the Company’s common stock, par value $0.0001 per share (the “Shares”), consisting of (1) up to an aggregate
of 7,088,696 Shares issuable under the PSQ Holdings, Inc. 2023 Stock Incentive Plan (the “Plan”), which includes up
to 2,700,000 Shares (the “Earn Out Shares”) issuable upon the satisfaction of certain earn-out conditions set forth
in that certain Agreement and Plan of Merger, dated as of February 27, 2023, by and among PublicSq. Inc., Colombier Acquisition Corp.,
Colombier-Liberty Acquisition, Inc., and Colombier Sponsor LLC in its capacity as Purchaser Representative thereunder (the “Merger
Agreement”), and (2) up to an aggregate of 600,000 Shares issuable under the PSQ Holdings, Inc. 2023 Employee Stock Purchase
Plan (the “ESPP”). This opinion letter is furnished pursuant to the requirement of Item 601(b)(5) of Regulation S-K
promulgated by the SEC.
In reaching the opinions set forth herein, we have
examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of such documents and records
of the Company and such statutes, regulations and other instruments, certificates and records as we deem necessary or advisable for the
purposes of this opinion letter, including, without limitation, the Plan, the ESPP, the Merger Agreement, the Company’s Restated
Certificate of Incorporation, and Amended and Restated Bylaws and certain resolutions adopted by the Company’s board of directors.
California
| Colorado | District of Columbia | Florida | Georgia | Illinois | Maryland | Massachusetts | Minnesota
New
York | North Carolina | Ohio | Pennsylvania | South Carolina | Tennessee | Texas | Virginia | West Virginia
PSQ Holdings, Inc.
September 25, 2023
Page 2
As to any facts material to our opinions, we have
made no independent investigation or verification of such facts and have relied, to the extent that we deem such reliance proper, on certificates
and oral or written statements and other information of or from officers and representatives of the Company and public officials and on
factual information included in the Company’s filings with the SEC. We have assumed the completeness and authenticity of all documents
submitted to us as originals, the completeness and conformity to the originals of all documents submitted to us as copies thereof, the
genuineness of all signatures, the legal capacity and mental competence of natural persons, and that all information contained in all
documents reviewed by us is true, correct and complete. In addition, we have assumed that the Shares will be issued in accordance with
the Plan and the ESPP, as applicable, and that the Company will receive legal consideration for the issuance of the Shares (in an amount
not less than the par value thereof).
On the basis of the foregoing, and subject to the
foregoing qualifications, assumptions and limitations and the further limitations set forth below, we are of the opinion that the Shares
that may be issued and sold from time to time in accordance with the Plan and the ESPP have been duly authorized and, when issued and
delivered in accordance with the Plan, the ESPP, and the Merger Agreement, as applicable, the Shares will be validly issued, fully paid
and nonassessable.
This opinion letter is rendered as of the date
hereof, and we assume no obligations to advise you of changes in law or fact (or the effect thereof on the opinions expressed herein)
that hereafter may come to our attention. We hereby consent to the filing of this opinion letter with the SEC as Exhibit 5.1 to the Registration
Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section
7 of the Securities Act of 1933, as amended, or the rules and regulations of the SEC.
Our opinions are based upon and limited to the
Delaware General Corporation Law, and no opinion is expressed as to the laws of any other jurisdiction. We do not find it necessary for
the purposes of this opinion, and accordingly we do not purport to cover herein, the application of the securities or “Blue Sky”
laws of the various states to the issuance and sale of any of the Shares.
| |
Sincerely, |
| |
|
| |
/s/ Nelson Mullins Riley & Scarborough LLP |
| |
|
| |
Nelson Mullins Riley & Scarborough LLP |
Exhibit 23.2
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S
CONSENT
We consent to the incorporation by reference in
this Registration Statement of PSQ Holdings, Inc. (the “Company”) on Form S-8 of our report dated March 1, 2023, which includes
an explanatory paragraph as to the Company’s ability to continue as a going concern, with respect to our audits of the financial
statements of the Company as of December 31, 2022 and 2021, and for the year ended December 31, 2022 and for the period from February
25, 2021 (Inception) through December 31, 2021.
Melville, NY
September 25, 2023
An Independent Member of Urbach Hacker Young International
Exhibit 23.3
Independent
Registered Public Accounting Firm’s Consent
We consent to the incorporation by reference in
this Registration Statement of PSQ Holdings, Inc. on Form S-8 of our report dated March 24, 2023, which includes an explanatory paragraph
as to the Company’s ability to continue as a going concern, with respect to our audits of the financial statements of Colombier
Acquisition Corp. as of December 31, 2022 and 2021 and for the year ended December 31, 2022 and for the period from February 12, 2021
(inception) through December 31, 2021, appearing in the Annual Report on Form 10-K of Colombier Acquisition Corp. for the year ended December
31, 2022. We were dismissed as auditors on July 19, 2023, effective following completion of the review of the Company’s unaudited
financial statements as of and for the three and six months ended June 30, 2023 and related notes, and, accordingly, we have not performed
any audit or review procedures with respect to any financial statements appearing in such Prospectus for the period after the date of
our dismissal.
/s/ Marcum llp
Marcum llp
Hartford, CT
September 25, 2023
Exhibit 107
Calculation of Filing Fee Table
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
(Form Type)
PSQ Holdings, Inc.
(Exact Name of Registrant As Specified in its Charter)
Table 1: Newly Registered Securities
| Security Type | |
Security Class Title | |
Fee Calculation Rule | |
Amount Registered | | |
Proposed Maximum Offering Price Per Share | | |
Maximum Aggregate Offering Price | | |
Fee Rate | | |
Amount of Registration Fee | |
| Equity | |
Class A Common Stock, par value $0.0001 per share | |
Other (1) | |
| 7,088,696 | (2) | |
$ | 11.15 | (1) | |
$ | 79,038,961 | | |
| 0.00011020 | | |
$ | 8,711 | |
| Equity | |
Class A Common Stock, par value $0.0001 per share | |
Other (1) | |
| 600,000 | (3) | |
$ | 11.15 | (1) | |
$ | 6,690,000 | | |
| | | |
$ | 738 | |
| Total Offering Amounts | |
| |
| | | |
| | | |
$ | 85,728,961 | | |
| | | |
$ | 9,447.33 | |
| Total Fee Offsets | |
| |
| | | |
| | | |
| | | |
| | | |
$ | — | |
| Net Fees Due | |
| |
| | | |
| | | |
| | | |
| | | |
$ | 9,447.33 | |
| (1) | Estimated in accordance with
Rule 457(c) and Rule 457(h) under the Securities Act, based on the average of the high and low prices for its Common Stock on the New
York Stock Exchange on September 18, 2023, which date is within five business days prior to filing this registration statement. |
| |
(2) |
Represents additional shares of common stock issuable under the PSQ Holdings, Inc. 2023 Stock Incentive Plan, including up to an additional 2,700,000 shares of common stock issuable upon satisfaction of certain Earn-out Conditions as disclosed in the Company’s public filings. In addition to such shares, pursuant to Rule 416(a) under the Securities Act, this registration statement covers an undetermined number of shares of common stock of the registrant that may become issuable to prevent dilution from stock splits, stock dividends or similar transactions with respect to the shares registered hereunder. |
| |
|
|
| |
(3) |
Represents additional shares of common stock issuable under the PSQ Holdings, Inc. Employee Stock Purchase Plan. In addition to such shares, pursuant to Rule 416(a) under the Securities Act, this registration statement covers an undetermined number of shares of common stock of the registrant that may become issuable to prevent dilution from stock splits, stock dividends or similar transactions with respect to the shares registered hereunder. |
PSQ (NYSE:PSQH)
과거 데이터 주식 차트
부터 4월(4) 2024 으로 5월(5) 2024
PSQ (NYSE:PSQH)
과거 데이터 주식 차트
부터 5월(5) 2023 으로 5월(5) 2024
