With more than 450,000 active members and more
than 40,000 businesses on its platform, PublicSq. has already
become the largest marketplace of pro-America businesses and
consumers
Ideally positioned to serve a total addressable
market of more than 100 million patriotic Americans searching for
companies that share their values
Transaction consideration to PublicSq. holders
to consist of newly issued Colombier shares with a value of $200
million and is expected to provide up to $158.5 million in cash to
fund PublicSq.’s continued growth and expansion into new revenue
streams, assuming no redemptions
PublicSq. Founder and CEO Michael Seifert to
retain majority voting rights and continue to steer mission of
becoming the nation’s leading values-aligned marketplace
PSQ Holdings, Inc. (“PublicSq.”), the nation’s largest
values-aligned marketplace, and Colombier Acquisition Corp. (NYSE:
CLBR) (“Colombier”), a publicly traded special purpose acquisition
company, today announced that they have entered into a definitive
business combination agreement. 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. Colombier shares will
continue to trade on the NYSE under the CLBR symbol until the
closing of the transaction.
In less than eight months since its nationwide launch, PublicSq.
has already become the largest values-aligned marketplace of
pro-America businesses and consumers. The company has more than
450,000 active members, more than 40,000 businesses on its
platform, and is focused on servicing an estimated total
addressable market of more than 100 million Americans increasingly
ignored by existing networks and marketplaces.1
Michael Seifert, the Founder and CEO of PublicSq., said: “For
too long, progressive corporations have prioritized highly
politicized ideas over the interests and values of the American
people. Because of this, we, as patriotic Americans, are hungering
for a future where the power is back in the hands of ‘We the
People’ and a parallel economy is created. With the PublicSq.
platform, we are grateful to provide a solution that helps every
day, freedom-loving Americans spend their hard-earned money with
businesses that prioritize the values that have made this nation so
special in the first place. We’re just getting started, and we’re
proud to partner with the Colombier team.”
Omeed Malik, the CEO and Chairman of Colombier, stated: “It has
become increasingly obvious that there is a disconnect in America
between the priorities of large multinational corporations that
dominate our consumer experience and the hard-working families and
individuals who yearn to find proudly patriotic businesses whose
values align with theirs. PublicSq. has recognized and acted on
this unmet need in a credible and efficient way – and with the
tremendous growth of its digital platform, it is clear that Michael
and his team are just getting started. We are thrilled to be
supporting them on this journey.”
Overview of PublicSq.’s Anticipated Board of
Directors
- Michael Seifert is the Founder and CEO of PublicSq., and
a recognized thought-leader in the areas of business development,
politics, and culture.
- Omeed Malik, in addition to his role at Colombier, is
the Founder and CEO of Farvahar Partners, a boutique investment
bank, and the President of 1789 Capital, an investment firm that
provides financing to companies in the budding Entrepreneurship,
Innovation & Growth ("EIG") economy.
- Nick Ayers is a leading public policy and business
strategist, and most recently served in the White House as
Assistant to the President and Chief of Staff to the Vice
President.
- Blake Masters is an entrepreneur and investor who
previously served as COO of Thiel Capital from 2018 to 2022 and was
Arizona’s Republican nominee for the U.S. Senate in 2022.
The newly combined company’s Board of Directors may include new
independent individuals.
Transaction Details
PublicSq. will merge with a wholly owned subsidiary of
Colombier, with PublicSq. continuing as the surviving entity in the
merger. The Boards of Directors of PublicSq. and Colombier have
each unanimously approved the transaction. The transaction will
require the approval of the stockholders of Colombier and PublicSq.
The transaction is subject to other customary closing conditions
and is expected to close in the third quarter of 2023.
Transaction consideration to PublicSq. holders will consist of
newly issued shares with a value of $200 million, not including
shares issuable pursuant to an earnout. The transaction is expected
to provide up to $158.5 million in cash to PublicSq. to fund growth
and expansion into new revenue streams, assuming no
redemptions.
Upon the closing of the transaction, Michael Seifert will retain
majority voting rights and continue to drive PublicSq.’s mission of
becoming the nation’s leading values-aligned marketplace.
Additional information about the proposed transaction, including
a copy of the business combination agreement and investor
presentation, will be available in a Current Report on Form 8-K to
be filed by Colombier with the U.S. Securities and Exchange
Commission (the “SEC”) and at www.sec.gov.
Advisors
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 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 eight 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 businesses from a variety of
different industries and 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.
Additional Information and Where to Find It
In connection with the proposed transaction, Colombier intends
to file a registration statement on Form S-4 with the SEC, which
will include a preliminary prospectus with respect to its
securities to be issued in connection with the proposed transaction
and a preliminary proxy statement with respect to a stockholder
meeting at which Colombier’s stockholders will be asked to vote on
the proposed transaction. Colombier and PublicSq. urge investors,
stockholders, and other interested persons to read, when available,
the Form S-4, including the proxy statement/prospectus, any
amendments thereto, and any other documents filed with the SEC,
before making any voting or investment decision because these
documents will contain important information about the proposed
transaction. After the Form S-4 has been filed and declared
effective, Colombier will mail the definitive proxy
statement/prospectus to stockholders of Colombier as of a record
date to be established for voting on 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-A, Palm Beach,
FL 33480; e-mail: ir@colombierspac.com. These documents, once
available, can also be obtained, without charge, at the SEC’s
website www.sec.gov.
Participants in Solicitation
Colombier and its directors and officers may be deemed
participants in the solicitation of proxies of Colombier’s
stockholders in connection with the proposed transaction. Security
holders 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
final prospectus filed with the SEC on June 9, 2021, and the proxy
statement/prospectus and other relevant materials filed with the
SEC in connection with the transaction when they become available.
Information concerning the interests of Colombier’s participants in
the solicitation, which may, in some cases, be different from those
of their stockholders generally, will be set forth in the proxy
statement/prospectus relating to the transaction when it becomes
available. These documents can be obtained free of charge from the
source indicated above. PublicSq. And its directors and executive
officers may also be deemed to be participants in the solicitation
of proxies from the stockholders of Colombier in connection with
the proposed transaction. A list of the names of such directors and
executive officers and information regarding their interests in the
proposed transaction will be included in the proxy
statement/prospectus for the proposed transaction.
No Offer or Solicitation
Neither the dissemination of this press release nor any part of
its contents is to be taken as any form of commitment on the part
of Colombier or PublicSq. Or any of their respective affiliates to
enter any contract or otherwise create any legally binding
obligation or commitment. This press release does not constitute or
form part of any offer or invitation to sell, or any solicitation
of any offer to purchase any interests in Colombier or PublicSq.,
nor shall it or any part of it or the fact of its distribution form
the basis of, or be relied on in connection with, any contract or
commitment or investment decisions relating thereto, nor does it
constitute a recommendation regarding the interests in Colombier or
PublicSq. No securities commission or regulatory authority in the
United States or in any other country has in any way opined upon
the accuracy or adequacy of this press release. This press release
is not, and under no circumstances is to be construed as, a
prospectus, a public offering, or an offering memorandum as defined
under applicable securities laws and shall not form the basis of
any contract.
Forward-Looking Statements
This report 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, (xiii) the potential
inability of PublicSq. to achieve its business and customer growth
and technical development plans, (xiv) 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, (xv)
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 (xvi)
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 filed for the year ended December 31,
2021, as filed with the SEC on March 22, 2022 and subsequent
periodic reports filed by Colombier with the SEC, the Registration
Statement to be 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.
1 Source(s): Americans’ Political Ideology: Gallup (2021);
PublicSq. management.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230227005661/en/
For Investors: Longacre Square Partners
IRCLBR@longacresquare.com
For Media: JCONNELLY psq@jconnelly.com
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