Business context and reporting period
The filing is for Colombier Acquisition Corp., a newly formed blank-check company, for the quarter ended June 30, 2021. It reports no operating business or revenue and was seeking a business combination. The filing entity is Colombier Acquisition Corp., not PSQ Holdings, Inc.; investors should verify that this is the intended filing.
The quarter’s results cover the period after the company’s June 11, 2021 IPO. The filing also presents results from inception on February 12 through June 30; there is no prior-year comparable period.
Financial results and position
| Metric | June 30, 2021 / reported period |
|---|---|
| Revenue | None; no operations had commenced. |
| Net loss | $988,113 for the three months ended June 30; $989,113 from inception through June 30. |
| Quarterly loss drivers | $82,927 formation and operating costs; $615,000 increase in warrant liabilities; $290,432 transaction costs allocated to warrants; offset by $246 interest income. |
| Total assets | $151.9 million, including $150.0 million in the Trust Account and $1.9 million cash. |
| Liabilities | $15.9 million, including $10.5 million warrant liabilities and $5.25 million deferred underwriting fees. |
| Redeemable Class A shares | $131.0 million classified outside stockholders’ equity as temporary equity. |
| Stockholders’ equity | $5.0 million. |
| Cash flow | $39,100 used in operating activities from inception; $151.9 million provided by financing activities; ending cash was $1.9 million. |
| Working capital | $1.7 million, as reported by management. |
Margins are not meaningful for a pre-operating SPAC. The company reported no long-term debt, capital lease obligations, or off-balance-sheet arrangements. It had a $46,975 non-interest-bearing sponsor promissory note outstanding, due on demand.
Material changes and subsequent events
- The company completed its IPO on June 11, 2021, selling 15.0 million units for $150.0 million gross proceeds and issuing 5.25 million private placement warrants for $5.25 million.
- A clerical error initially overfunded the Trust Account by $1.24 million; that amount was transferred to the operating account on June 14. The Trust Account balance was $150.0 million at June 30.
- On July 1, 2021, underwriters exercised the over-allotment option in full: 2.25 million additional units generated $22.5 million gross proceeds, and the sponsor purchased 450,000 additional warrants for $450,000.
- Warrant liabilities were initially measured at $9.84 million and rose by $615,000 in fair value through June 30, contributing materially to the reported loss.
Outlook, risks, and contingencies
Management expected available working capital and borrowing capacity to meet needs through the earlier of a business combination or one year from the filing. It did not expect to need additional operating funds, but cautioned that higher-than-estimated search and diligence costs could create a shortfall. Additional financing might also be needed to complete a transaction or accommodate substantial redemptions.
The company had until June 11, 2023 to complete a business combination. If it does not, it must wind up and redeem public shares from the Trust Account, subject to the filing’s stated terms; warrants would expire worthless. Public shareholders may redeem shares in connection with a business combination, and the transaction must meet the stated minimum net tangible asset condition. The sponsor has agreed to provide limited protection against certain third-party claims that reduce Trust Account funds, subject to exceptions.
Management noted that COVID-19 could adversely affect the company’s financial position or target search, but the potential impact was not determinable. Management reported disclosure controls were effective at a reasonable-assurance level and stated there were no material changes in internal control over financial reporting. No material risk-factor changes were reported compared with the IPO prospectus. No business-combination guidance or target-specific outlook is provided in the filing text.
Key facts investors should verify
- Confirm that this Colombier Acquisition Corp. filing is the intended filing for the request referencing PSQ Holdings, Inc.
- Review subsequent filings for the business-combination target, transaction terms, financing, and any changes to the June 11, 2023 deadline.
- Reconcile Trust Account movements, including the $1.24 million transfer and July 2021 over-allotment proceeds, against later reported balances.
- Assess the effects of share redemptions, warrant accounting and potential dilution, and deferred underwriting fees on transaction proceeds and ownership.
- Note that the filing reports different Class A per-share loss presentations in its statements and supporting EPS note; verify the intended figure in the underlying filed financial statements.