PSQ Holdings, Inc. — Filing Summary
Important context: This is Colombier Acquisition Corp.’s Form 10-K for the fiscal year ended December 31, 2022, filed March 24, 2023. Colombier was a blank-check SPAC, not an operating business, and had no operating revenue. It entered into a merger agreement with PSQ Holdings, Inc. on February 27, 2023; the proposed transaction was still pending when this report was filed.
Financial results and liquidity
| Metric | FY 2022 | Prior reported period |
|---|---|---|
| Revenue | None | None |
| Net income | $5.80 million | $3.73 million from inception (February 12, 2021) through December 31, 2021 |
| Interest income on trust investments | $2.44 million | $6,512 |
| Warrant fair-value gain | $5.05 million | $4.91 million |
| Formation and operating costs | $1.17 million | $852,175 |
| Income tax provision | $524,777 | None |
| Cash used in operating activities | $645,887 | $973,475 |
| Cash outside trust account at year-end | $195,339 | $841,226 |
| Trust account investments at year-end | $174.95 million | $172.51 million |
The prior-period figures cover the company’s inception-to-year-end period, not a full comparable fiscal year. FY 2022 net income primarily reflects interest and a non-cash warrant revaluation gain; it does not represent operating earnings. The filing provides no operating margins. Management reported working capital of $178,223 after specified tax-related adjustments. Total liabilities were $8.18 million, including a $6.04 million deferred underwriting fee payable only if a business combination closes and $1.03 million of warrant liabilities. The company reported no long-term debt.
Material changes and developments
- Trust investments increased to $174.95 million, while cash outside the trust fell to $195,339 from $841,226.
- Public shares subject to possible redemption were recorded at $173.03 million, or $10.03 per share, at December 31, 2022.
- In February 2023, Colombier agreed to merge with PSQ Holdings and changed its SPAC completion deadline from June 11 to September 11, 2023 under the automatic extension. The merger agreement set September 11, 2023 as the outside date, subject to a permitted extension.
- After year-end, Colombier withdrew $1.0 million for FY 2022 working capital and $389,298 for tax obligations in January 2023, and another $1.0 million for FY 2023 working capital in March 2023.
Outlook, risks, and unusual items
- Going concern: Management and the auditor stated that substantial doubt existed about Colombier’s ability to continue as a going concern, given limited cash and the mandatory liquidation requirement if it failed to complete a transaction by the deadline. The financial statements were not adjusted for a potential liquidation.
- Transaction uncertainty: Completion of the PSQ merger was not assured. Redemptions, financing needs, transaction conditions, and the deadline could affect whether it closes and the cash available to the combined company. The filing does not provide a clear post-merger financial outlook or guidance.
- Controls: Disclosure controls and internal control over financial reporting were ineffective at year-end due to a material weakness in accounting for complex financial instruments. The company described remediation efforts. The filing also notes prior restatements of 2021 financial statements related to this accounting area.
- Other exposures: Potential claims against the trust could reduce redemption proceeds; the sponsor’s indemnity may not be collectible. Public warrants would expire worthless if no business combination closes. The company also cited market volatility, target competition, redemption risk, possible dilution or additional debt, conflicts of interest, and potential U.S. stock-repurchase excise tax.
- Related-party costs: Colombier incurred $120,000 in 2022 for office and administrative services from a sponsor affiliate; $183,750 was outstanding at year-end.
Most important facts for investors to verify
- The current status and final terms of the PSQ merger, including required approvals, closing conditions, and any subsequent amendments or termination.
- Actual redemptions, financing raised, transaction expenses, and cash available to PSQ at closing.
- Whether the identified material weakness has been fully remediated and whether any further restatements or control issues have arisen.
- The latest trust balance, tax and working-capital withdrawals, and the amount ultimately available for redemptions or the business combination.
- The combined company’s audited financial statements, pro forma capitalization, dilution, debt, liquidity needs, and any management guidance; these are not established by this SPAC 10-K.