Ayers Trust Amends PSQ Holdings Stake

TL;DR

Ayers Trust updated its PSQ Holdings filing on 6/7 - watch for ownership changes.

AI Summary

J. Nicholas Ayers, through the J. Nicholas Ayers Irrevocable Trust, has amended their Schedule 13D filing for PSQ Holdings, Inc. on June 7, 2024. The filing indicates a change in beneficial ownership, though specific new holdings or changes in percentage are not detailed in this excerpt. The trust is associated with J. Nicholas Ayers, with a business address in West Palm Beach, Florida.

Why It Matters

Changes in beneficial ownership filings like this can signal shifts in control or significant investor sentiment towards a company, potentially impacting its stock price.

Risk Assessment

Risk Level: medium — Schedule 13D filings often precede significant corporate actions or shifts in investor influence, requiring careful monitoring.

Key Players & Entities

• J. Nicholas Ayers (person) — Filer and beneficiary of the trust
• J. Nicholas Ayers Irrevocable Trust (company) — Filing entity
• PSQ Holdings, Inc. (company) — Subject company
• Jamie F. Ayers (person) — Group member

FAQ

Key Financial Figures

• $0.0001 — ssuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securiti
• $0.001 — 5,946 shares of common stock, par value $0.001 per share (“Private PSQ Common St
• $200,023.44 — ration (“Private PSQ”), for $200,023.44 and the Ayers Trust purchased 1,487 sha
• $50,022.68 — shares of Private PSQ Common Stock for $50,022.68. Mrs. Ayers used personal funds such ac
• $30,000 — g, pursuant to which Mr. Ayers receives $30,000 per month and was granted 120,000 RSUs,
• $15,000 — y fixed fee was reduced from $30,000 to $15,000 and the RSU grant of 60,000 RSUs schedu
• $12.00 — A Common Stock has equaled or exceeded $12.00 per share (as adjusted for stock splits

Filing Documents

• ea0207534-13da1ayers_psqhold.htm (SC 13D/A) — 82KB
• 0001213900-24-050936.txt ( ) — 83KB

Security and Issuer

Item 1. Security and Issuer The disclosures in Item 1 of the Initial Schedule 13D remain accurate.

Identity and Background

Item 2. Identity and Background

of the Initial Schedule 13D is hereby amended and restated in

Item 2 of the Initial Schedule 13D is hereby amended and restated in its entirety as follows: (a) This Schedule 13D is being filed by J. Nicholas Ayers (“Mr. Ayers”), Jamie F. Ayers (“Mrs. Ayers”), and the J. Nicholas Ayers Irrevocable Trust dated October 2021 (the “Ayers Trust”). The reporting persons are collectively referred to herein as the “Reporting Persons.” Mr. Ayers is a director of the Issuer and Mrs. Ayers is Mr. Ayers’ wife. Mrs. Ayers is the trustee of the Ayers Trust, and a beneficiary of the Ayers Trust. (b) The principal business address of each Reporting Person is 3290 Northside Parkway, Atlanta, Georgia 30327. (c) The present principal occupation of Mr. Ayers is as a member of the Board of Directors of the Issuer, managing partner of Ayers Family Holdings, LLC, and managing partner of C6 Consulting, Inc., a Georgia corporation (“C6 Consulting”). The present principal occupation of Mrs. Ayers is managing partner of Ayers Family Holdings, LLC and managing partner of C6 Consulting. The Ayers Trust is a trust for the benefit of Mr. Ayers’ family members. (d) During the past five years, no Reporting Person has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the past five years, no Reporting Person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting, or mandating activities subject to, federal or state securities laws or a finding of any violation with respect to such laws. (f) Each of Mr. Ayers and Mrs. Ayers is a citizen of the United States. The Ayers Trust was formed and operates in the United States.

Source and Amount of Funds

Item 3. Source and Amount of Funds or Other Consideration

of the Initial Schedule 13D is hereby amended and restated in its entirety as follows

Item 3 of the Initial Schedule 13D is hereby amended and restated in its entirety as follows: The Reporting Persons received an aggregate of 1,215,999 shares of Class A Common Stock pursuant to the Business Combination described in Item 4 below. Mr. Ayers received 30,000 shares of Class A Common Stock pursuant to the Consulting Agreement described in Item 4 below. The information set forth under Item 4 of this Schedule 13D is incorporated by reference into this Item 3.

Purpose of the Transaction

Item 4. Purpose of the Transaction

of the Initial Schedule 13D is hereby amended and restated in

Item 4 of the Initial Schedule 13D is hereby amended and restated in its entirety as follows: Private PSQ On February 8, 2023, Mrs. Ayers purchased 5,946 shares of common stock, par value $0.001 per share (“Private PSQ Common Stock”), of PublicSq. Inc. (f/k/a PSQ Holdings, Inc.), a Delaware corporation (“Private PSQ”), for $200,023.44 and the Ayers Trust purchased 1,487 shares of Private PSQ Common Stock for $50,022.68. Mrs. Ayers used personal funds such acquisition. CUSIP No. 693691107 Schedule 13D/A Page 5 of 8 EveryLife On February 23, 2023, Private PSQ completed a stock-for stock transaction to purchase 100% of the outstanding shares of EveryLife, Inc. (“EveryLife”) from Mr. Ayers, Mrs. Ayers and the Ayers Trust, pursuant to which Private PSQ issued 11,000 shares of Private PSQ Common Stock to Mr. Ayers, 27,500 shares of Private PSQ Common Stock to Mrs. Ayers and 16,500 shares of Private PSQ Common Stock to the Ayers Trust. Following the sale, EveryLife became a wholly-owned subsidiary of Private PSQ. Neither Mr. Ayers nor Mrs. Ayers was an executive officer or director of Private PSQ at the time of the transaction. However, following the Closing, Mr. Ayers was appointed to the Issuer’s board of directors. Merger Agreement On July 19, 2023, the Issuer consummated the Business Combination (as defined below), pursuant to the terms of the Merger Agreement dated February 27, 2023 (the “Merger Agreement”) with Colombier Acquisition Corp., a Delaware corporation (“Colombier”), Colombier-Liberty Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of Colombier, and Colombier Sponsor, LLC (the “Sponsor”), a Delaware limited liability company, in its capacity as Purchaser Representative (the “Purchaser Representative”), and Private PSQ. The transactions described in the Merger Agreement collectively herein are described as the “Business Combin

above is hereby incorporated into this

Item 3 above is hereby incorporated into this Item 4 by reference. The Reporting Persons hold a substantial position in the Issuer, which was primarily acquired at the Closing. Mr. Ayers serves on the board of directors of the Issuer, and in such capacity may have the ability to influence the Issuer’s management and operations directly in his position. Although the Reporting Persons do not have any specific plan or proposal to acquire additional shares or to dispose of Class A Common Stock, consistent with their investment purpose, the Reporting Persons may at any time and from time to time acquire additional shares of Class A Common Stock or, subject to the Lock-Up Agreement (as defined below), dispose of shares of Class A Common Stock, depending upon their ongoing evaluation of their investment, prevailing market conditions, other investment opportunities, and/or other investment considerations. Except as disclosed in this Schedule 13D, the Reporting Persons currently do not have any other plans or proposals which relate to, or would result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer

of the Initial Schedule 13D is hereby amended and restated in its entirety as follows

Item 5 of the Initial Schedule 13D is hereby amended and restated in its entirety as follows: (a, b) The aggregate percentage of shares of Class A Common Stock reported owned by the Reporting Persons is based upon 28,177,917 shares of Class A Common Stock outstanding as of May 15, 2024, which is the total number of shares of Class A Common Stock outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 15, 2024. In the aggregate, the Reporting Persons have voting and dispositive power of 1,245,999 shares of Class A Common Stock, representing approximately 4.4% of such class of securities. The beneficial ownership of each Reporting Person is as follows: (i) Mr. Ayers beneficially owns 1,245,999 shares of Class A Common Stock representing 4.4% of the class, which is comprised of (a) 244,246 shares of Class A Common Stock held by Mr. Ayers, (b) 651,423 shares of Class A Common Stock held by Mrs. Ayers, and (c) 350,330 shares of Class A Common Stock held by the Ayers Trust. Mr. Ayers has shared power to vote and dispose of (a) 244,246 shares of Class A Common Stock held by Mr. Ayers, (b) 651,423 shares of Class A Common Stock held by Mrs. Ayers, and (c) 350,330 shares of Class A Common Stock held by the Ayers Trust, for which Mrs. Ayers is the trustee. (ii) Mrs. Ayers beneficially owns 1,245,999 shares of Class A Common Stock representing 4.4% of the class, which is comprised of (a) 244,246 shares of Class A Common Stock held by Mr. Ayers, (b) 651,423 shares of Class A Common Stock held by Mrs. Ayers, and (c) 350,330 shares of Class A Common Stock held by the Ayers Trust. Mrs. Ayers has shared power to vote and dispose of (a) 244,246 shares of Class A Common Stock held by Mr. Ayers, (b) 651,423 shares of Class A Common Stock held by Mrs. Ayers, and (c) 350,330 shares of Class A Common Stock held by the Ayers Trust, for which Mrs. Ayers is the trustee. (iii) The Ayers Trust beneficially

Contracts, Arrangements, Understandings or Relationships

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

of the Initial Schedule 13D is hereby amended and restated in its entirety as follows

Item 6 of the Initial Schedule 13D is hereby amended and restated in its entirety as follows: Lock-Up Agreement In connection with the execution of the Merger Agreement, Mr. Ayers entered into a Lock-Up Agreement, dated February 23, 2023 (the “Lock-Up Agreement”), with the Issuer and the Sponsor, pursuant to which 214,246 shares of Class A Common Stock held by Mr. Ayers are locked-up and subject to transfer restrictions, purposes, or restricted stock, or for other structuring purposes. The securities held by the Reporting Person are locked-up until the earlier of: (i) the one (1) year anniversary of the date of the Closing, (ii) the first date subsequent to the Closing with respect to which the closing price of the Class A Common Stock has equaled or exceeded $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing, and (iii) the date on which the Issuer completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Issuer’s stockholders having the right to exchange their shares of Class A Common Stock for cash, securities or other property. The foregoing summary of certain terms and conditions of the Lock-Up Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Form of Lock-Up Agreement, a copy of which is attached hereto as Exhibit 99.1. Amended and Restated Registration Rights Agreement On July 19, 2023, in connection with the Closing, Mr. Ayers, Mrs. Ayers, the Ayers Trust and other stockholders entered into an amended and restated registration rights agreement, dated July 19, 2023 (the “Registration Rights Agreement&

Material to be Filed as

Item 7. Material to be Filed as Exhibits The disclosures in Item 7 of the Initial Schedule 13D remain accurate. CUSIP No. 693691107 Schedule 13D/A Page 8 of 8 Signature After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: June 7, 2024 /s/ J. Nicholas Ayers J. Nicholas Ayers /s/ Jamie F. Ayers Jamie F. Ayers J. Nicolas Ayers Irrevocable Trust dated October 2021 By: /s/ Jamie F. Ayers Name: Jamie F. Ayers Title: Trustee

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View this SC 13D/A filing on SEC EDGAR