Colombier Acquisition Corp. (NYSE: CLBR) (“Colombier”), a
publicly traded special purpose acquisition company, today
announced that, as of 5:00 pm Eastern Time on July 17, 2023 (the
“Redemption Deadline”), Colombier has received requests to redeem a
total of 14,286,259 Colombier public shares, representing 83% of
the total public shares of Colombier outstanding prior to the
Redemption Deadline. If all of the redemption requests received by
Colombier as of the Redemption Deadline are satisfied by Colombier,
2,963,741 public shares of Colombier would be outstanding.
Colombier will hold a special meeting of stockholders (the
“Special Meeting”) via live webcast at
http://www.cstproxy.com/colombierspac/2023 on July 19, 2023 at
10:00 a.m. Eastern Time for its stockholders of record as of June
12, 2023 (the “Record Date”), to approve the proposed business
combination with PSQ Holdings, Inc., doing business as PublicSq.
(“PublicSq.”) and related matters. Cantor Fitzgerald & Co.
serves as a capital markets advisor on the business
combination.
Colombier stockholders are urged to read the proxy materials,
including, among other things, the reasons for the unanimous
recommendation by Colombier’s Board that all stockholders vote
“FOR” all proposals included in the definitive proxy
statement/prospectus in advance of the Special Meeting by
telephone, via the Internet or by signing, dating and returning the
proxy card upon receipt by following the instructions on the proxy
card. If you have any questions or need assistance voting, please
contact Morrow Sodali LLC, Colombier’s proxy solicitor, by
telephone at (800) 662-5200 (banks and brokers can call collect at
(203) 658-9400) or by email at CLBR.info@investor.morrowsodali.com.
Colombier stockholders whose shares are held of record by a broker,
bank, or other nominee should contact their broker, bank, or
nominee to ensure that their shares are voted.
Your vote “FOR” all proposals is important, no matter how
many or how few shares you own.
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.
Additional Information and Where to Find It
In connection with the proposed transaction (the “Proposed
Transaction”), Colombier has filed a registration statement on Form
S-4 (the “Registration Statement”) with, and now declared effective
by, the Securities and Exchange Commission (“SEC”), which includes
a preliminary proxy statement and a prospectus in connection with
the Proposed Transaction. STOCKHOLDERS OF COLOMBIER ARE ADVISED TO
READ 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
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. Now that the Registration Statement has been
declared effective, Colombier has mailed the definitive proxy
statement/prospectus and a proxy card to each stockholder of
Colombier as of the record date for the special meeting of
Colombier stockholders for voting on the Proposed Transaction.
Stockholders and other interested persons are also able to obtain
copies of the preliminary proxy statement/prospectus, the
definitive proxy statement/prospectus, the Registration Statement
and other documents filed by Colombier with the SEC that are
incorporated by reference therein, without charge, once available,
at the SEC’s website at www.sec.gov. Stockholders are urged to read
these materials (including any amendments or supplements thereto)
and any other relevant documents in connection with the Proposed
Transaction that Colombier has filed or will file with the SEC,
when they become available, because they do or will contain
important information about Colombier, PublicSq., and 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-J,
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, 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, 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, are set forth in the Registration
Statement. These documents can be obtained free of charge from the
source indicated above.
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 shall not constitute
or form part of any offer or invitation to sell, or any
solicitation of a proxy, consent or authorization with respect to
any securities or in respect of the Proposed Transaction. This
press release 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. 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. 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, 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 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 obtain the approval of the Proposed
Transactions from the stockholders of Colombier and PSQ,
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 satisfy
and maintain the listing of Colombier’s securities on the New York
Stock Exchange or another national securities exchange, (x) 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, (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 consumer 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 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
This press release 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, under 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 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230717935712/en/
For Investors: Longacre Square Partners
IRCLBR@longacresquare.com
For Media: JCONNELLY psq@jconnelly.com
Colombier Acquisition (NYSE:CLBR)
過去 株価チャート
から 11 2024 まで 12 2024
Colombier Acquisition (NYSE:CLBR)
過去 株価チャート
から 12 2023 まで 12 2024
