UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary
Proxy Statement |
| ☐ | Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive
Proxy Statement |
| ☒ | Definitive
Additional Materials |
| ☐ | Soliciting
Material under § 240.14a-12 |
Colombier Acquisition Corp.
(Name of Registrant as Specified In Its Charter)
NOT APPLICABLE
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☐ | Fee
paid previously with preliminary materials |
| ☐ | Fee
computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
On
May 31, 2023, Michael Seifert, the CEO of PSQ Holdings, Inc. which is party to a previously disclosed Business Combination Agreement,
dated as of February 27, 2023, with Colombier Acquisition Corp., among other parties, through his social media accounts, shared the following
posts on Instagram, Facebook, LinkedIn, Twitter, and Truth Social.
Twitter:
@realmichaelseif tweeted
“
“Want to invest in the right-wing blowback to corporate diversity, equity and inclusion efforts? There’s a SPAC for that.”
Read
this piece from Axios about @officialpsq and our partnership with @clbrspac”
“Read
the SEC legend here: publicsq.com/sec-legend”
On
May 31, 2023, Stephen Moran, the CLO of PSQ Holdings, Inc. which is party to a previously disclosed Business Combination Agreement, dated
as of February 27, 2023, with Colombier Acquisition Corp., among other parties, through his social media accounts, shared the following
posts on Instagram, Facebook, LinkedIn, Twitter, and Truth Social.
Twitter:
@RealSteveMoran reteweeted @realmichaelseif
“
“Want to invest in the right-wing blowback to corporate diversity, equity and inclusion efforts? There’s a SPAC for that.”
Read
this piece from Axios about @officialpsq and our partnership with @clbrspac”
“Read
the SEC legend here: publicsq.com/sec-legend”
On
May 31, 2023 PSQ Holdings, Inc., which is party to a previously disclosed Business Combination Agreement, dated as of February 28, 2023,
with Colombier Acquisition Corp., among other parties, through its social media accounts, shared the following posts on Instagram, Facebook,
LinkedIn, Twitter, and Truth Social.
Twitter:
@officialpsq retweeted @realmichaelseif
“
“Want to invest in the right-wing blowback to corporate diversity, equity and inclusion efforts? There’s a SPAC for that.”
Read
this piece from Axios about @officialpsq and our partnership with @clbrspac”
“Read
the SEC legend here: publicsq.com/sec-legend”
Additional
Information and Where to Find It
In
connection with the proposed transaction (the “Proposed Transaction”), Colombier Acquisition Corp. (“Colombier”)
has filed a registration statement on Form S-4 (as may be amended or supplemented from time to time, the “Form S-4” or the
“Registration Statement”) with the U.S. Securities and Exchange Commission (the “SEC”), which includes a preliminary
proxy statement and a prospectus in connection with the Proposed Transaction. STOCKHOLDERS OF COLOMBIER ARE ADVISED TO READ, WHEN AVAILABLE,
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.
When available, the definitive proxy statement and other relevant documents will be mailed to the stockholders of Colombier as of a record
date to be established for voting on the Proposed Transaction. Stockholders and other interested persons will also be able to obtain
copies of the preliminary proxy statement, the definitive proxy statement, the Registration Statement and other documents filed by Colombier
with the SEC that will be incorporated by reference therein, without charge, once available, at the SEC’s website at www.sec.gov.
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: IRCLBR@longacresquare.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,
PSQ Holdings, Inc. (“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
executive officers and directors in the solicitation by reading Colombier’s final prospectus filed with the SEC on June 9, 2021
in connection with Colombier’s initial public offering (“IPO”), 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 Colombier’s other filings with the SEC. 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, will be 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 of 1933, as amended or an exemption therefrom.
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, 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 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 communication, 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 (as defined below)), 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 IPO prospectus filed with the SEC on June
9, 2021, Colombier’s Annual Report on Form 10-K filed 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 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.
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
in 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 or
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.
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