PSQ Holdings, Inc 8-K, filed Jul 19, 2023
PSQ Holdings, Inc. (PSQH)
About this 8-K
PSQ Holdings, Inc filed this 8-K on July 19, 2023.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
|
|
||
| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
| Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Name of each exchange on which registered | |||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
Item 7.01 Regulation FD Disclosure.
On July 19, 2023, Colombier Acquisition Corp. (“Colombier”) issued a press release announcing that at the special meeting of stockholders of Colombier held that day, Colombier’s stockholders voted in favor of the Business Combination (as defined below) and the related proposals. A copy of such press release is attached as Exhibit 99.1 hereto and is incorporated by reference into this Item 7.01.
Additionally on July 19, 2023, PSQ Holdings, Inc., now known as PublicSq. Inc. (“PublicSq.”), issued a press release announcing that it consummated the previously announced business combination (the “Business Combination”) with Colombier, pursuant to the Agreement and Plan of Merger, dated as of February 27, 2023, by and among Colombier, PublicSq. and the other parties thereto. In connection with the closing of the Business Combination, the registrant changed its name from Colombier Acquisition Corp. to PSQ Holdings, Inc. (the “Combined Company”). The Combined Company will continue the existing business operations of PublicSq. as a publicly traded company. The Class A common stock and warrants of the Combined Company are expected to begin trading on the New York Stock Exchange under the symbols “PSQH” and “PSQH WS,” respectively, on July 20, 2023. A copy of such press release is attached as Exhibit 99.2 hereto and is incorporated by reference into this Item 7.01.
The information set forth in this Item 7.01, including Exhibit 99.1, is being furnished under Item 7.01 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. In addition, this information shall not be incorporated by reference into any registration statement filed under the Securities Act of 1933, as amended, or any filing under the Exchange Act, regardless of any general incorporation language in any such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed with this Form 8-K:
| Exhibit No. | Description of Exhibits | ||
| 99.1 | Press release, dated July 19, 2023 | ||
| 99.2 | |||
| 104 | Cover Page Interactive Data File, formatted in Inline XBRL (embedded within the Inline XBRL document) |
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PSQ HOLDINGS, INC. | |||
| Dated: July 19, 2023 | By: | /s/ Michael Seifert | |
| Name: | Michael Seifert | ||
| Title: | Chief Executive Officer | ||
2
Exhibit 99.1
Colombier Acquisition Corp. Announces Stockholder Approval of the Proposed Business Combination with Patriotic Marketplace PublicSq.
PALM BEACH, Fla. -- Colombier Acquisition Corp. (NYSE: CLBR) (“Colombier”), a publicly traded special purpose acquisition company, announced that at the special meeting of Colombier stockholders (the “Special Meeting”) held today, Colombier’s stockholders voted in favor of the proposed business combination (the “Business Combination”) and the related proposals with PSQ Holdings, Inc. (“PublicSq.”), a leading marketplace of patriotic businesses and consumers.
The period for holders of Colombier public shares to request redemptions is closed; further, Colombier is not accepting any requests to “reverse” or withdraw previously tendered redemption requests, effective immediately.
The completion of the Business Combination is expected to occur as soon as practicable, subject to the satisfaction or waiver of remaining customary closing conditions. Following the closing of the Business Combination, the combined company will be renamed “PSQ Holdings, Inc.” and its common stock and warrants will trade on the New York Stock Exchange under the symbols “PSQH” and “PSQH WS,” respectively.
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.
Contacts
For Investors:
Longacre Square Partners
IRCLBR@longacresquare.com
For Media:
JCONNELLY
psq@jconnelly.com
Exhibit 99.2
Patriotic Marketplace PSQ Holdings, Inc. and Colombier Acquisition Corp. Announce Closing of Business Combination
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”
WEST PALM BEACH, Fla. – 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.
Contacts
For Investors:
Longacre Square Partners
IRCLBR@longacresquare.com
For Media:
JCONNELLY
psq@jconnelly.com