Business context and reporting period
This is Colombier Acquisition Corp.’s unaudited Form 10-Q for the quarter ended March 31, 2021; the statements cover February 12, 2021 (inception) through March 31, 2021. Although the request identifies PSQ Holdings, Inc., the filing’s registrant is Colombier Acquisition Corp., a blank-check company formed to pursue a business combination. The filing does not identify a target company.
Financial results and position
| Metric | Reported amount or status |
|---|---|
| Revenue | None; the company had not begun operations. |
| Operating and formation costs / net loss | $1,000 / $(1,000) from inception through March 31, 2021. |
| Net loss per share | $(0.00), basic and diluted. |
| Cash | $6,180 at March 31, 2021. |
| Total assets | $308,975, including $302,795 of deferred offering costs. |
| Current liabilities | $284,975, including $283,975 of accrued offering costs. |
| Stockholders’ equity | $24,000. |
| Cash flow | No net cash used in operating activities; $6,180 net cash provided by financing activities. |
| Debt and liquidity | No long-term debt reported. No balance was outstanding under the sponsor promissory note at quarter-end. |
Margins are not meaningful because the company had no revenue. There is no prior comparable operating period; this was the company’s first reporting period.
Material changes and subsequent events
After quarter-end, on June 11, 2021, the company completed an IPO of 15,000,000 units at $10 each, raising $150 million, and sold 5,250,000 private placement warrants for $5.25 million. It placed $150 million in the trust account and reported $1,016,180 of cash outside the trust for working capital. A trust-account clerical overfunding of $1.24 million was transferred to the operating account on June 14; the filing says this increased cash outside the trust to $2,256,180 and left $150 million in trust. Transaction costs were $8,710,299, including $5.25 million of deferred underwriting fees payable only if a business combination is completed.
These post-quarter IPO figures are not March 31 balance-sheet amounts. Management said the IPO proceeds alleviated the substantial doubt about the company’s ability to sustain operations that existed before the IPO, and concluded it had sufficient capital for at least one year from issuance of the financial statements.
Outlook, risks, and contingencies
- The company had no operating revenue and expected to incur costs while searching for and evaluating a business combination. It gave no financial guidance or target-specific outlook.
- The company had until June 11, 2023 to complete a business combination; otherwise it must wind up and redeem public shares, while warrants may expire worthless.
- Public shareholders may redeem shares in connection with a business combination, subject to the filing’s stated terms. Completion is not assured; a transaction may require additional financing.
- Management said COVID-19 could adversely affect the company’s financial position, operations, or target search, but the specific effect was not determinable. The financial statements include no adjustment for this uncertainty.
- The company reported no legal proceedings, no off-balance-sheet arrangements, and no material changes to the risk factors in its IPO prospectus. It reported effective disclosure controls and no material change in internal control over financial reporting during the quarter.
- Other commitments include a $10,000 monthly fee to a sponsor affiliate for office and support services beginning June 8, 2021, and possible sponsor-affiliate advisory fees for a future transaction.
Important facts for investors to verify
- Confirm the issuer and whether this filing relates to PSQ Holdings: the registrant named throughout is Colombier Acquisition Corp.
- Review the post-quarter IPO and trust-account disclosures separately from the March 31 financial statements, including the transfer of the $1.24 million overfunding.
- Verify any subsequent business-combination announcement, its conditions, financing, redemption levels, and transaction expenses; this filing does not identify a target.
- Assess the sponsor’s founder shares, warrant terms, deferred underwriting fee, related-party service arrangements, and potential future working-capital loans.