PSQ Holdings, Inc. entered into an agreement to acquire Colombier Acquisition Corp. from Colombier Sponsor LLC and others for approximately $230 million in a reverse merger transaction.
Transaction is subject to approval by Colombier stockholders of the Merger and related transactions and matters; approval by PSQ stockholders of the Merger and related transactions; the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; Colombier having at least $5,000,001 of net tangible assets either immediately prior to or upon consummation of the Merger; the Registration Statement having become effective in accordance with the provisions of the Securities Act of 1933, as amended; the shares of Colombier Class A Common Stock (including the Earnout Shares and the shares of Colombier Class A Common Stock issuable upon conversion of shares of Colombier Class C Common Stock) to be issued in the Merger having been listed for trading on the NYSE or such other stock exchange as agreed to by PSQ and Colombier, subject only to the official notice of issuance thereof; execution and delivery of an employment agreement and a non-competition agreement, in each case to be effective as the Closing, in form and substance reasonably acceptable to Colombier. The transaction is also subject to common shares lock up restrictions. The Boards of Directors of PSQ and CLBR have unanimously approved the transaction. The transaction is expected to close in the third quarter of 2023.
Matthew A. Gray of Ellenoff Grossman & Schole LLP and Douglas J. Leary of Eversheds Sutherland (US) LLP acted as legal advisors to Colombier Acquisition and Colombier Sponsor LLC. Glenn Pollner and Andrew Alin of Wilmer Cutler Pickering Hale and Dorr LLP acted as legal advisors to PublicSq. Morrow Sodali Global LLC acted as information agent, Marcum LLP acted as accountant, Continental Stock Transfer & Trust Company acted as transfer agent, Cantor Fitzgerald & Co. acted as financial advisor to Colombier Acquisition. Morrow will receive a fee of $0.03 million for its services.