Follows Colombier Stockholders’ Approval of the
Business Combination and Related Proposals with PSQ Holdings, Inc.
at Special Meeting
Colombier Acquisition Corp. to Become “PSQ
Holdings, Inc.”
Shares and Warrants to Trade on the NYSE Under
the Symbols “PSQH” and “PSQH WS”
PSQ Holdings, Inc., a leading marketplace of patriotic
businesses and consumers, and Colombier Acquisition Corp. (NYSE:
CLBR) (“Colombier”), a publicly traded special purpose acquisition
company, today announced the completion of their previously
announced business combination. Colombier stockholders approved the
business combination with PSQ Holdings, Inc., and the related
proposals, at a Special Meeting of Colombier stockholders (the
“Special Meeting”) on July 19, 2023. In connection with the closing
of the business combination, a wholly-owned subsidiary of Colombier
merged with and into PSQ Holdings, Inc., with PSQ Holdings, Inc.
continuing as a wholly-owned subsidiary of Colombier, and was
renamed “PublicSq. Inc.,” and Colombier was renamed “PSQ Holdings,
Inc.” (“PublicSq.”). PublicSq.’s shares of Class A common stock and
warrants will trade on the New York Stock Exchange (“NYSE”) under
the symbols “PSQH” and “PSQH WS,” respectively, beginning July 20,
2023.
The transaction provides PublicSq. with approximately $34.9
million, after giving effect to Colombier stockholder redemptions
and before payment of transaction expenses. The foregoing amount
does not include $22.5 million in additional gross proceeds
previously raised by PublicSq. in its private financing completed
in June 2023 and prior to completion of the business combination
with Colombier. After payment of transaction expenses, the funds
released to PublicSq. from Colombier’s trust account will be used
to support PublicSq.’s direct-to-consumer (“D2C”), and
business-to-business operating expenses, to fund an increase in
PublicSq.’s payroll in areas of engineering and product for the
further development of PublicSq.’s platform functionality,
including the enhancement of e-commerce capabilities, consumer
rewards programs, and platform scalability, to launch targeted
marketing initiatives, including brand awareness campaigns,
direct-response advertising, promotional events, and the expansion
of PublicSq.’s outreach program, to fund PublicSq.’s D2C inventory
and supply chain requirements and for other general corporate
purposes including, but not limited to, working capital for
operations and potential future acquisitions.
Michael Seifert, the Founder and Chief Executive Officer of
PublicSq., commented: “Today, PublicSq. has reached a true
milestone, and the best part is we are just getting started. We
could not be prouder to pave the way for the quickly growing
parallel, patriot economy – which includes over a million and
counting freedom-loving Americans who are registered on our
platform as members, as well as over 55,000 business vendors on the
platform. We are ready to begin our next phase of growth as a
public company, and I want to congratulate the entire PublicSq.
team on this achievement.”
Following the closing of the merger, Michael Seifert has a
majority of the voting power in PublicSq. and will continue to
drive PublicSq.’s mission of becoming the nation’s leading
values-aligned marketplace.
Omeed Malik, Chairman and CEO of Colombier, and a member of the
PublicSq. board of directors, said: “We chose to partner with
PublicSq. because we believe patriotic Americans who feel alienated
by the woke agendas of the mainstream economy represent the most
massive underserved market in the world. I look forward to
continuing to provide my expertise and guidance as a member of the
board as PublicSq. continues on its growth trajectory as a publicly
listed company.”
Advisors
Cantor Fitzgerald & Co. served as a capital markets advisor
on the Business Combination.
Ellenoff Grossman & Schole LLP and Eversheds Sutherland LLP
served as legal advisors to Colombier.
Wilmer Cutler Pickering Hale and Dorr LLP served as legal
advisor to PublicSq.
About PublicSq.
PublicSq. is an app and website that connect freedom-loving
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 55,000 businesses from a
variety of different industries and over 1.1 million consumer
members. It is free to join for both consumers and business owners
alike. 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.
Forward-Looking Statements
This communication may contain forward-looking statements within
the meaning of Section 27A of the Securities Act and Section 21E of
the Securities Exchange Act of 1934, as amended, and 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 future held by PublicSq.’s management team and the products and
markets, future financial condition, 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 communication, including,
without limitation: (i) the outcome of any legal proceedings that
may be instituted against PublicSq. related to the business
combination with Colombier, (ii) the ability to maintain the
listing of PublicSq.’s securities on the New York Stock Exchange or
another national securities exchange, (iii) changes in the
competitive industries and markets 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, (iv) the ability to implement business
plans, growth, marketplace and other expectations, and identify and
realize additional opportunities, (v) risks related to PublicSq.’s
limited operating history, the rollout and/or expansion of its
business and the timing of expected business milestones (vi) risks
related to PublicSq.’s potential inability to achieve or maintain
profitability and generate significant revenue, (vii) expectations
with respect to future operating and financial performance and
growth, including when PublicSq. will generate positive cash flow
from operations, (viii) the ability to raise funding on reasonable
terms as necessary to develop its products in the timeframe
contemplated by PublicSq.’s business plan, (ix) the ability to
execute PublicSq.’s anticipated business plans and strategy, (x)
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, (xi) 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 (xii) 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 the Registration Statement on Form S-4, as amended,
filed by Colombier, including the definitive proxy/prospectus
declared effective by the United States Securities and Exchange
Commission (“SEC”) on June 30, 2023 and other documents filed or to
be filed by PublicSq. 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 PublicSq. does not assume any obligation to, nor intends to,
update or revise these forward-looking statements, whether as a
result of new information, future events, or otherwise, except as
required by law. PublicSq. gives no assurance that PublicSq. will
achieve its expectations.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230719146488/en/
For Investors: Longacre Square Partners
IRCLBR@longacresquare.com
For Media: JCONNELLY psq@jconnelly.com
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