Item 7.01 Regulation FD Disclosure.
Attached as Exhibit 99.1 to this Current Report
on Form 8-K and incorporated into this Item 7.01 by reference is an updated investor presentation (the “Investor Presentation”)
of PSQ Holdings, Inc. (“PublicSq.”) that may be used by PublicSq. and by Colombier Acquisition Corp. (“Colombier”)
in connection with the previously-announced business combination contemplated by the definitive Agreement and Plan of Merger, dated as
of February 27, 2023 (the “Merger Agreement”), among Colombier, Colombier-Liberty Acquisition, Inc., Colombier Sponsor
LLC, solely in its capacity as Purchaser Representative for the limited purposes set forth in the Merger Agreement and PublicSq.
The Investor Presentation is intended to be furnished
and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended (the “Securities Act”), except as expressly set forth by specific reference
in such filing.
Additional Information and Where to Find It
In connection with the proposed transaction (the
“Proposed Transaction”), Colombier has filed a registration statement on Form S-4 (as amended and as may be further
amended or supplemented from time to time, the “Form S-4” or the “Registration Statement”) with
the U.S. Securities and Exchange Commission (the “SEC”), which includes a preliminary proxy statement and a prospectus
in connection with the Proposed Transaction. STOCKHOLDERS OF COLOMBIER ARE ADVISED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT,
ANY AMENDMENTS THERETO, THE DEFINITIVE PROXY STATEMENT, THE PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH
THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. HOWEVER,
THIS DOCUMENT WILL NOT CONTAIN ALL THE INFORMATION THAT SHOULD BE CONSIDERED CONCERNING THE PROPOSED TRANSACTION. IT IS ALSO NOT INTENDED
TO FORM THE BASIS OF ANY INVESTMENT DECISION OR ANY OTHER DECISION IN RESPECT OF THE PROPOSED TRANSACTION. When available, the definitive
proxy statement and other relevant documents will be mailed to the stockholders of Colombier as of a record date to be established for
voting on the Proposed Transaction. Stockholders and other interested persons will also be able to obtain copies of the preliminary proxy
statement, the definitive proxy statement, the Registration Statement and other documents filed by Colombier with the SEC that will be
incorporated by reference therein, without charge, once available, at the SEC’s website at www.sec.gov.
Colombier’s stockholders will also be able
to obtain a copy of such documents, without charge, by directing a request to: Colombier Acquisition Corp., 214 Brazilian Avenue, Suite
200-J, Palm Beach, FL 33480; e-mail: IRCLBR@longacresquare.com. These documents, once available, can also be obtained, without charge,
at the SEC’s website at www.sec.gov.
Participants in the Solicitation
Colombier, PublicSq. and their respective directors
and executive officers may be deemed participants in the solicitation of proxies of Colombier’s stockholders in connection with
the Proposed Transaction. Colombier’s stockholders and other interested persons may obtain more detailed information regarding the
names, affiliations, and interests of certain of Colombier executive officers and directors in the solicitation by reading Colombier’s
final prospectus (the “IPO Prospectus”) filed with the SEC on June 9, 2021, in connection with Colombier’s initial
public offering, Colombier’s Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on March 24,
2023, and Colombier’s other filings with the SEC. A list of the names of such directors and executive officers and information regarding
their interests in the Proposed Transaction, which may, in some cases, be different from those of stockholders generally, will be set
forth in the Registration Statement relating to the Proposed Transaction when it becomes available. These documents can be obtained free
of charge from the source indicated above.
No Offer or Solicitation
This communication shall not constitute a solicitation
of a proxy, consent or authorization with respect to any securities or in respect of the Proposed Transaction. This communication shall
not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any
states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of such state or jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act of 1933, as amended or an exemption therefrom.
Forward-Looking Statements
This communication may contain forward-looking
statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, and for purposes
of the “safe harbor” provisions under the United States Private Securities Litigation Reform Act of 1995. Any statements other
than statements of historical fact contained herein are forward-looking statements. Such forward-looking statements include, but are not
limited to, expectations, hopes, beliefs, intentions, plans, prospects, financial results or strategies regarding PublicSq. and the Proposed
Transaction and the future held by the respective management teams of Colombier or PublicSq., the anticipated benefits and the anticipated
timing of the Proposed Transaction, future financial condition and performance of PublicSq. and expected financial impacts of the Proposed
Transaction (including future revenue, pro forma enterprise value and cash balance), the satisfaction of closing conditions to the Proposed
Transaction, financing transactions, if any, related to the Proposed Transaction, the level of redemptions of Colombier’s public
stockholders and the products and markets and expected future performance and market opportunities of PublicSq. These forward-looking
statements generally are identified by the words “anticipate,” “believe,” “could,” “expect,”
“estimate,” “future,” “intend,” “may,” “might,” “strategy,” “opportunity,”
“plan,” “project,” “possible,” “potential,” “project,” “predict,”
“scales,” “representative of,” “valuation,” “should,” “will,” “would,”
“will be,” “will continue,” “will likely result,” and similar expressions, but the absence of these
words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements
about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many
factors could cause actual future events to differ materially from the forward-looking statements in this communication, including, without
limitation: (i) the risk that the Proposed Transaction may not be completed in a timely manner or at all, which may adversely affect the
price of Colombier’s securities, (ii) the risk that the Proposed Transaction may not be completed by Colombier’s business
combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by Colombier, (iii)
the failure to satisfy the conditions to the consummation of the Proposed Transaction, including, among others, the condition that Colombier
has cash or cash equivalents of at least $33 million (subject to reduction for (x) transaction expenses of Colombier and PublicSq., up
to an aggregate of $15 million, and (y) the aggregate amount of any additional private financing transactions by PublicSq. consummated
prior to closing in accordance with the terms of the Merger Agreement), and the requirement that the Merger Agreement and the transactions
contemplated thereby be approved by the stockholders of Colombier and by the stockholders of PublicSq., respectively, (iv) the failure
to obtain regulatory approvals, as applicable, required to consummate the Proposed Transaction, (v) the occurrence of any event, change
or other circumstance that could give rise to the termination of the Merger Agreement, (vi) the effect of the announcement or pendency
of the Proposed Transaction on PublicSq.’s business relationships, operating results, and business generally, (vii) risks that the
Proposed Transaction disrupts current plans and operations of PublicSq., (viii) the outcome of any legal proceedings that may be instituted
against PublicSq. or against Colombier related to the Merger Agreement or the Proposed Transaction, (ix) the ability to satisfy and maintain
the listing of Colombier’s securities on the New York Stock Exchange or another national securities exchange, (x) changes in the
competitive industries and markets in which PublicSq. operates, or plans to operate; variations in performance across competitors, changes
in laws and regulations affecting PublicSq.’s business and changes in the combined capital structure, (xi) the ability to implement
business plans, growth, marketplace and other expectations after the completion of the Proposed Transaction, and identify and realize
additional opportunities, (xii) the potential inability of PublicSq. to achieve its business and consumer growth and technical development
plans, (xiii) the ability of PublicSq. to enforce its current or future intellectual property, including patents and trademarks, along
with potential claims of infringement by PublicSq. of the intellectual property rights of others, (xiv) risk of loss of key influencers,
media outlets and promoters of PublicSq.’s business or a loss of reputation of PublicSq. or reduced interest in the mission and
values of PublicSq. and the segment of the consumer marketplace it intends to serve and (xv) the risk of economic downturn, increased
competition, a changing regulatory landscape and related impacts that could occur in the highly competitive consumer marketplace, both
online and through “bricks and mortar” operations. The foregoing list of factors is not exhaustive. Recipients should carefully
consider such factors and the other risks and uncertainties described and to be described in the “Risk Factors” section of
Colombier’s IPO Prospectus, Colombier’s Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the
SEC on March 24, 2023, the Registration Statement, and subsequent periodic reports filed by Colombier with the SEC, and other documents
filed or to be filed by Colombier from time to time with the SEC. These filings identify and address other important risks and uncertainties
that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking
statements speak only as of the date they are made. Recipients are cautioned not to put undue reliance on forward-looking statements,
and neither PublicSq. nor Colombier assume any obligation to, nor intend to, update or revise these forward-looking statements, whether
as a result of new information, future events, or otherwise, except as required by law. Neither PublicSq. nor Colombier gives any assurance
that either PublicSq. or Colombier, or the combined company, will achieve its expectations.
Information Sources; No Representations
The communication furnished herewith has been
prepared for use by Colombier and PublicSq. in connection with the Proposed Transaction. The information therein does not purport to be
all-inclusive. The information therein is derived from various internal and external sources, with all information relating to the business,
past performance, results of operations and financial condition of Colombier derived entirely from Colombier and all information relating
to the business, past performance, results of operations and financial condition of PublicSq. derived entirely from PublicSq. No representation
is made as to the reasonableness of the assumptions made with respect to the information therein, or to the accuracy or completeness of
any projections or modeling or any other information contained therein. Any data on past performance or modeling contained therein is
not an indication as to future performance.
No representations or warranties, express or implied,
are given in respect of the communication. To the fullest extent permitted by law in no circumstances will Colombier or PublicSq., or
any of their respective subsidiaries, affiliates, shareholders, representatives, partners, directors, officers, employees, advisors or
agents, be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of the this communication
(including without limitation any projections or models), any omissions, reliance on information contained within it, or on opinions communicated
in relation thereto or otherwise arising in connection therewith, which information relating in any way to the operations of PublicSq.
has been derived, directly or indirectly, exclusively from PublicSq. and has not been independently verified by Colombier. Neither the
independent auditors of Colombier nor the independent auditors of or PublicSq. audited, reviewed, compiled or performed any procedures
with respect to any projections or models for the purpose of their inclusion in the communication and, accordingly, neither of them expressed
any opinion or provided any other form of assurances with respect thereto for the purposes of the communication.