Business Context and Reporting Period
This Form 8-K was filed by Colombier Acquisition Corp., the predecessor special purpose acquisition company associated with PSQ Holdings, Inc. The report is dated June 8, 2021, while the filing describes events occurring through June 11, 2021, including the closing of the initial public offering (IPO).
The company completed its IPO of 15,000,000 units at $10.00 per unit. Each unit consisted of one Class A common share and one-third of a warrant. The filing does not describe operating business revenue or operations because the company was a SPAC seeking an initial business combination.
Financial Metrics and Capitalization
- IPO gross proceeds: $150.0 million.
- Trust account: $150.0 million deposited with Continental Stock Transfer & Trust Company.
- Private placement: 5,250,000 warrants sold to the sponsor at $1.00 per warrant, generating $5.25 million of gross proceeds.
- Warrant terms: Each whole public or private placement warrant entitles the holder to purchase one Class A common share at $11.50 per share, subject to adjustment provisions.
- Revenue, profit, cash flow, margins, debt and liquidity: The filing does not provide operating results, cash flow statements, debt balances, margins or a clear unrestricted cash balance. IPO proceeds are subject to trust-account restrictions.
Material Changes Versus Prior Comparable Period
No comparable-period financial information is presented. The material change was the completion of the IPO and related private placement, resulting in $155.25 million of aggregate gross proceeds before offering expenses and other costs.
- The company adopted an Amended and Restated Certificate of Incorporation on June 9, 2021.
- The company entered into underwriting, warrant, trust, registration rights, sponsor, indemnification and administrative services agreements.
Guidance, Outlook, Risks and Unusual Items
- The IPO proceeds generally cannot be released from the trust account until the earliest of completion of an initial business combination, permitted redemptions associated with certain charter amendments, or redemption of public shares if no business combination is completed within 24 months of the IPO closing, or 27 months if specified conditions are met.
- The company had no operating guidance or revenue outlook in this filing.
- The principal contingency is completing an initial business combination within the applicable deadline. Failure to do so would generally require redemption of the public shares, subject to applicable law.
- Private placement warrants are generally restricted from transfer until 30 days after completion of the initial business combination, except for permitted transfers, and are not redeemable while held by the sponsor or permitted transferees.
- The filing includes sponsor-related administrative services and indemnification arrangements that investors should review in the underlying exhibits.
Important Facts for Investors to Verify
- Confirm the effective IPO closing date and reconcile the filing’s June 8 report date with the stated June 11 closing date.
- Review the trust agreement and charter for redemption rights, permitted withdrawals and the 24-month or conditional 27-month business-combination deadline.
- Review the underwriting agreement and offering expenses to determine net proceeds and the resulting unrestricted cash balance.
- Examine the warrant agreement for anti-dilution adjustments, redemption provisions and exercise conditions.
- Review sponsor ownership, private placement warrant terms, registration rights, indemnification agreements and administrative service fees.
- Confirm the subsequent business combination transactions that led to the company being identified as PSQ Holdings, Inc.; those transactions are not described in this filing.