Transaction expected to enhance PublicSq.’s
continued growth and remains on track to close in the third quarter
of 2023
Cantor Fitzgerald retained as capital markets
advisor on Business Combination
Colombier Acquisition Corp. (NYSE: CLBR) (“Colombier”), a
publicly traded special purpose acquisition company, today
announced the submission via Edgar, the U.S. Securities and
Exchange Commission’s (“SEC”) online portal, for filing of a
registration statement on Form S-4 (the “Registration Statement”)
with the SEC, which includes a preliminary proxy
statement/prospectus in connection with the proposed business
combination (the “Business Combination”) with PSQ Holdings, Inc.
(“PublicSq.”), a leading marketplace of patriotic businesses and
consumers.
Colombier also announced that it has retained Cantor Fitzgerald
& Co. (“Cantor Fitzgerald”) as a capital markets advisor on the
Business Combination. Cantor Fitzgerald, a leading global financial
services group, has agreed to provide certain capital markets
advisory services to Colombier related to the transaction.
On February 27, 2023, Colombier and PublicSq. entered into a
definitive business combination agreement (the “Business
Combination Agreement”). The transaction contemplated by the
Business Combination Agreement has been approved by the Colombier
Board of Directors and remains subject to stockholder approval, and
other customary closing conditions.
After the anticipated closing in the third quarter of 2023, the
combined company will retain the PSQ Holdings, Inc. name and
expects to trade on the New York Stock Exchange (“NYSE”) under the
symbol “PSQH.” Prior to closing of the proposed transaction,
Colombier shares will continue to trade on the NYSE under the
“CLBR” symbol.
A link to the filing is available under the “SEC Filings”
section of the Colombier website at
www.colombierspac.com/sec-filings. The filing can also be viewed on
the SEC's website at www.sec.gov.
Advisors
Cantor Fitzgerald & Co. is serving as capital markets
advisor on the Business Combination. Ellenoff Grossman & Schole
LLP and Eversheds Sutherland LLP are serving as legal advisors to
Colombier.
Wilmer Cutler Pickering Hale and Dorr LLP is serving as legal
advisor to PublicSq.
About PublicSq.
PublicSq. is an app and website that connects patriotic
Americans to high-quality businesses that share their values, both
online and in their local communities. The primary mission of the
platform is to help consumers "shop their values" and put purpose
behind their purchases. In less than ten months since its
nationwide launch, PublicSq. has seen tremendous growth and proven
to the nation that the parallel, "patriotic" economy can be a major
force in commerce. The platform has over 45,000 businesses from a
variety of different industries and over 575,000 active consumer
members. It is free to join for both consumers and business owners
alike, and to learn more, download the app on the App Store or
Google Play, or visit PublicSq.com.
About Colombier
Colombier Acquisition Corp. was formed for the purpose of
effecting a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization, or similar business combination
with one or more businesses.
Additional Information and Where to Find It
In connection with the proposed transaction (“Proposed
Transaction”), Colombier has filed a Registration Statement on Form
S-4 with the SEC (as amended, the “Registration Statement), which
includes a preliminary proxy statement and a prospectus in
connection with the Proposed Transaction. STOCKHOLDERS OF COLOMBIER
ARE ADVISED TO READ THE PRELIMINARY PROXY STATEMENT, ANY AMENDMENTS
THERETO, THE DEFINITIVE PROXY STATEMENT, THE PROSPECTUS AND ALL
OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC
IN CONNECTION WITH THE PROPOSED TRANSACTION AS THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. HOWEVER,
THIS DOCUMENT WILL NOT CONTAIN ALL THE INFORMATION THAT SHOULD BE
CONSIDERED CONCERNING THE PROPOSED TRANSACTION. IT IS ALSO NOT
INTENDED TO FORM THE BASIS OF ANY INVESTMENT DECISION OR ANY OTHER
DECISION IN RESPECT OF THE PROPOSED TRANSACTION.
Colombier’s stockholders will also be able to obtain a copy of
such documents, without charge, by directing a request to:
Colombier Acquisition Corp., 214 Brazilian Avenue, Suite 200-J,
Palm Beach, FL 33480; e-mail: ir@colombierspac.com. These
documents, once available, can also be obtained, without charge, at
the SEC’s website at www.sec.gov.
Participants in the Solicitation
Colombier, PublicSq. and their respective directors and
executive officers may be deemed participants in the solicitation
of proxies of Colombier’s stockholders in connection with the
Proposed Transaction. Colombier’s stockholders and other interested
persons may obtain more detailed information regarding the names,
affiliations, and interests of certain of Colombier’s executive
officers and directors in the solicitation by reading Colombier’s
Annual Report on Form 10-K for the year ended December 31, 2022, as
filed with the SEC on March 24, 2023, the proxy
statement/prospectus and other relevant materials filed with the
SEC in connection with the transaction when they become available.
A list of the names of such directors and executive officers and
information regarding their interests in the Proposed Transaction,
which may, in some cases, be different from those of stockholders
generally, is set forth in the Registration Statement relating to
the Proposed Transaction when it becomes available. These documents
can be obtained free of charge from the source indicated above.
No Offer or Solicitation
This communication shall not constitute a solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the Proposed Transaction. This communication shall
not constitute an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any states or jurisdictions in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of such state or jurisdiction. No offering of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act or an
exemption therefrom.
Forward-Looking Statements
This press release contains forward-looking statements for
purposes of the “safe harbor” provisions under the United States
Private Securities Litigation Reform Act of 1995. Any statements
other than statements of historical fact contained herein are
forward-looking statements. Such forward-looking statements
include, but are not limited to, expectations, hopes, beliefs,
intentions, plans, prospects, financial results, or strategies
regarding PublicSq. and the Proposed Transaction and the future
held by the respective management teams of Colombier or PublicSq.,
the anticipated benefits and the anticipated timing of the Proposed
Transaction, future financial condition, and performance of
PublicSq. and expected financial impacts of the Proposed
Transaction (including future revenue, pro forma enterprise value
and cash balance), the satisfaction of closing conditions to the
Proposed Transaction, financing transactions, if any, related to
the Proposed Transaction, the level of redemptions of Colombier’s
public stockholders and the products and markets and expected
future performance and market opportunities of PublicSq. These
forward-looking statements generally are identified by the words
“anticipate,” “believe,” “could,” “expect,” “estimate,” “future,”
“intend,” “may,” “might,” “strategy,” “opportunity,” “plan,”
“project,” “possible,” “potential,” “project,” “predict,” “scales,”
“representative of,” “valuation,” “should,” “will,” “would,” “will
be,” “will continue,” “will likely result,” and similar
expressions, but the absence of these words does not mean that a
statement is not forward-looking. Forward-looking statements are
predictions, projections, and other statements about future events
that are based on current expectations and assumptions and, as a
result, are subject to risks and uncertainties. Many factors could
cause actual future events to differ materially from the
forward-looking statements in this press release, including,
without limitation: (i) the risk that the Proposed Transaction may
not be completed in a timely manner or at all, which may adversely
affect the price of Colombier’s securities, (ii) the risk that the
Proposed Transaction may not be completed by Colombier’s business
combination deadline and the potential failure to obtain an
extension of the business combination deadline if sought by
Colombier, (iii) the failure to satisfy the conditions to the
consummation of the Proposed Transaction, including, among others,
the condition that Colombier has cash or cash equivalents of at
least $33 million (subject to reduction for (x) transaction
expenses of Colombier and PublicSq., up to an aggregate of $15
million, and (y) the aggregate amount of any private financing
transactions by PublicSq. consummated prior to closing in
accordance with the terms of the Merger Agreement), and the
requirement that the definitive agreement related to the Business
Combination between Colombier and PublicSq. (the “Merger
Agreement”) and the transactions contemplated thereby be approved
by the stockholders of Colombier and by the stockholders of
PublicSq., respectively, (iv) the failure to obtain regulatory
approvals, as applicable, required to consummate the Proposed
Transaction, (v) the occurrence of any event, change, or other
circumstance that could give rise to the termination of the Merger
Agreement, (vi) the effect of the announcement or pendency of the
Proposed Transaction on PublicSq.'s business relationships,
operating results, and business generally, (vii) risks that the
Proposed Transaction disrupts current plans and operations of
PublicSq., (viii) the outcome of any legal proceedings that may be
instituted against PublicSq. or against Colombier related to the
Merger Agreement or the Proposed Transaction, (ix) the ability to
maintain the listing of Colombier’s securities on a national
securities exchange, (x) changes in the competitive market in which
PublicSq. operates, variations in performance across competitors,
changes in laws and regulations affecting PublicSq.’s business and
changes in the combined capital structure, (xi) the ability to
implement business plans, growth, marketplace, and other
expectations after the completion of the Proposed Transaction, and
identify and realize additional opportunities, (xii) the potential
inability of PublicSq. to achieve its business and customer growth
and technical development plans, (xiii) the ability of PublicSq. to
enforce its current or future intellectual property, including
patents and trademarks, along with potential claims of infringement
by PublicSq. of the intellectual property rights of others, (xiv)
risk of loss of key influencers, media outlets, and promoters of
PublicSq.’s business or a loss of reputation of PublicSq. or
reduced interest in the mission and values of PublicSq. and the
segment of the consumer marketplace it intends to serve and (xv)
the risk of economic downturn, increased competition, a changing
regulatory landscape, and related impacts that could occur in the
highly competitive consumer marketplace, both online and through
“bricks and mortar” operations. The foregoing list of factors is
not exhaustive. Recipients should carefully consider such factors
and the other risks and uncertainties described and to be described
in the “Risk Factors” section of Colombier’s initial public
offering prospectus filed with the SEC on June 9, 2021, Colombier’s
Annual Report on Form 10-K for the year ended December 31, 2022, as
filed with the SEC on March 24, 2023 and subsequent periodic
reports filed by Colombier with the SEC, the Registration Statement
filed by Colombier in connection with the Proposed Transaction and
other documents filed or to be filed by Colombier from time to time
with the SEC. These filings identify and address other important
risks and uncertainties that could cause actual events and results
to differ materially from those contained in the forward-looking
statements. Forward-looking statements speak only as of the date
they are made. Recipients are cautioned not to put undue reliance
on forward-looking statements, and neither PublicSq. nor Colombier
assume any obligation to, nor intend to, update or revise these
forward-looking statements, whether as a result of new information,
future events, or otherwise, except as required by law. Neither
PublicSq. nor Colombier gives any assurance that either PublicSq.
or Colombier, or the combined company, will achieve its
expectations.
Information Sources; No Representations
The communication furnished herewith has been prepared for use
by Colombier and PublicSq. in connection with the Proposed
Transaction. The information therein does not purport to be
all-inclusive. The information therein is derived from various
internal and external sources, with all information relating to the
business, past performance, results of operations and financial
condition of Colombier derived entirely from Colombier and all
information relating to the business, past performance, results of
operations and financial condition of PublicSq. derived entirely
from PublicSq. No representation is made as to the reasonableness
of the assumptions made with respect to the information therein, or
to the accuracy or completeness of any projections or modeling or
any other information contained therein. Any data on past
performance or modeling contained therein is not an indication as
to future performance.
No representations or warranties, express or implied, are given
in respect of the communication. To the fullest extent permitted by
law, under no circumstances will Colombier or PublicSq., or any of
their respective subsidiaries, affiliates, shareholders,
representatives, partners, directors, officers, employees, advisors
or agents, be responsible or liable for any direct, indirect or
consequential loss or loss of profit arising from the use of the
this communication (including without limitation any projections or
models), any omissions, reliance on information contained within
it, or on opinions communicated in relation thereto or otherwise
arising in connection therewith, which information relating in any
way to the operations of PublicSq. has been derived, directly or
indirectly, exclusively from PublicSq. and has not been
independently verified by Colombier. Neither the independent
auditors of Colombier nor the independent auditors of PublicSq.
audited, reviewed, compiled or performed any procedures with
respect to any projections or models for the purpose of their
inclusion in the communication and, accordingly, neither of them
expressed any opinion or provided any other form of assurances with
respect thereto for the purposes of the communication.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230406005668/en/
For Investors: Longacre Square Partners
IRCLBR@longacresquare.com For Media: JCONNELLY
psq@jconnelly.com
Colombier Acquisition (NYSE:CLBR)
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