PSQ Holdings, Inc. completed the acquisition of Colombier Acquisition Corp. from a group of shareholders of in a reverse merger transaction.
July 18, 2023
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PSQ Holdings, Inc. entered into a letter of intent to acquire Colombier Acquisition Corp. (NYSE:CLBR) from a group of shareholders of in a reverse merger transaction on December 21, 2022. PSQ Holdings, Inc. entered into an agreement to acquire Colombier Acquisition Corp. (NYSE:CLBR) from a group of shareholders of in a reverse merger transaction for approximately $230 million in a reverse merger transaction on February 27, 2023. Pursuant to the terms of the Merger Agreement, the consideration to be delivered to the holders of PSQ Common Stock in connection with the Merger will be a number of newly issued shares of Colombier Common Stock (Colombier Class A Common Stock and Colombier Class C Common Stock) with an aggregate value equal to $200 million, subject to adjustments for PSQ?s closing debt (net of cash). In addition to the right to receive Colombier Class A Common Stock or Colombier Class C Common Stock, as applicable, in the Merger, holders of PSQ Common Stock and certain other employees and service providers of PSQ will be entitled to receive up to 3 million earnout shares of Colombier Class A Common Stock. PSQ, existing shareholders and management are rolling 100% of their equity into the transaction. The combined company will retain the PSQ Holdings, Inc. me and expects to trade on the New York Stock Exchange (?NYSE?) under the symbol PSQH. Colombier shares will continue to trade on the NYSE under the CLBR symbol until the closing of the transaction. If Colombier terminates because the PSQ board of directors has changed, withdrawn, withheld, qualified or modified its recommendation that the PSQ stockholders approve the Merger Agreement and the transactions contemplated thereby, then PSQ shall, upon Colombier?s election made by written notice to PSQ within five Business Days (as defined in the Merger Agreement) of such termination, pay to Colombier a termination fee in an amount equal to 50% of the amount of proceeds.
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. As of July 19, 2023, stockholders of Colombier have 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.
PSQ Holdings, Inc. completed the acquisition of Colombier Acquisition Corp. (NYSE:CLBR) from a group of shareholders of in a reverse merger transaction on July 19, 2023. In connection with the closing, the company changed its name from Colombier Acquisition Corp. to PSQ Holdings, Inc.
PSQ Holdings, Inc. provides a marketplace for patriotic businesses and consumers. Its PublicSquare is an app and Website that connects patriotic Americans to businesses that share their values, both online and in their local communities. The platform has over 75,000 businesses from a variety of different industries and over 1.6 million consumer members. PublicSquare leverages data and insights from the platform to assess its memberâs needs and provide wholly owned financing products, such as Credova, direct to consumer (D2C) products, such as EveryLife diapers and wipes, and business to business (B2B) products, such as PSQLink, to fill those needs. Credova offers buy now, pay later solutions, providing consumers with flexible payment options and driving substantial growth for merchants. Credova enables purchasing of items, such as firearms, ammunition, and others. PublicSquare is free to join for both consumers and business owners alike. Its segments include Marketplace and Brands.