| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | PSQH | Class A Common Stock, par value $0.0001 per share | 31.1K | Jul 19, 2023 | Direct | F1, F2, F3, F4, F5 |
| Id | Content |
|---|---|
| F1 | Consists of the issuance by PSQ Holdings, Inc. (f/k/a Colombier Acquisition Corp.) (the "Issuer") on July 19, 2023, of 31,086 shares of Class A Common Stock pursuant to the Agreement and Plan of Merger dated as of February 27, 2023 (the "Merger Agreement"), among the Issuer, PublicSq. Inc. (f/k/a PSQ Holdings. Inc.), Colombier-Liberty Acquisition, Inc. and Colombier Sponsor, LLC. |
| F2 | The amount of securities beneficially owned does not include up to 435 shares of Class A Common Stock that Mr. Masters will be entitled to receive pursuant to the Merger Agreement (the "Earn-Out Shares"), a portion of which may be issued as incentive stock options, in the event that the metrics described in the following footnotes are satisfied during the period commencing on the Effective Time and ending on the fifth anniversary of the closing date (the "Earn-Out Period"). |
| F3 | In the event that during the Earn-Out Period the volume-weighted average trading price of Class A Common Stock quoted on the New York Stock Exchange ("NYSE") (or such other exchange on which the shares of Class A Common Stock are then listed) for any twenty (20) trading days within any thirty (30) consecutive trading day period (the "Earn-Out Trading Price") is greater than or equal to $12.50 ("Triggering Event I"), Mr. Masters will be entitled to receive 145 Earn-Out Shares. In the event that during the Earn-Out Period the Earn-Out Trading Price is greater than or equal to $15.00 ("Triggering Event II"), Mr. Masters will be entitled to receive 145 additional Earn-Out Shares. |
| F4 | In the event that during the Earn-Out Period, the Earn-Out Trading Price is greater than or equal to $17.50 ("Triggering Event III" and, together with Triggering Event I and Triggering Event II, the "Triggering Events"), Mr. Masters will be entitled to receive 145 additional Earn-Out Shares. |
| F5 | If, during the Earn-Out Period, there is a change of control of the Issuer pursuant to which the Issuer or its stockholders have the right to receive consideration implying a value per share of Class A Common Stock equaling or exceeding the Earn-Out Trading Price underlying one or more Triggering Events, then, immediately prior to the consummation of such change of control, (i) to the extent the relevant Triggering Event has not previously occurred, such relevant Triggering Event shall be deemed to have occurred and (ii) Mr. Masters shall be entitled to receive his pro rata share of the applicable number of Earnout Shares to be issued based on the deemed occurrence of the applicable Triggering Event(s). |
Exhibit List: Exhibit 24 - Power of Attorney