| 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 | 1.22M | 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 1,215,999 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. Represents 214,246 shares of Class A Common Stock held by Mr. Ayers, 651,423 shares of Class A Common Stock held by Mrs. Jamie Ayers and 350,330 shares of Class A Common Stock held by the J. Nicholas Ayers Irrevocable Trust dated October 2021. Mr. Ayers disclaims beneficial ownership of the shares of Class A Common Stock held by Mrs. Jamie Ayers and the J. Nicholas Ayers Irrevocable Trust dated October 2021. |
| F2 | The amount of securities beneficially owned does not include up to 178,953 shares of Class A Common Stock that Mr. Ayers, Mrs. Jamie Ayers and the J. Nicholas Ayers Irrevocable Trust dated October 2021, in the aggregate ("Ayers Group") may be entitled to receive pursuant to the Merger Agreement (the "Earn-Out Shares"), a portion of which shall be granted under the Issuer's stock incentive plan in any form of equity award that may be granted thereunder, 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"), the Ayers Group will be entitled to receive up to 59,651 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"), the Ayers Group will be entitled to receive up to 59,561 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"), the Ayers Group will be entitled to receive up to 59,561 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) the Ayers Group 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