Quarterly report pursuant to Section 13 or 15(d)

Recapitalization

v3.23.3
Recapitalization
9 Months Ended
Sep. 30, 2023
Recapitalization [Abstract]  
Recapitalization

Note 4 — Recapitalization

 

As discussed in Note 1, “Organization and Business Operations”, the Business Combination was consummated on July 19, 2023, which, for accounting purposes, was treated as the equivalent of PSQ issuing stock for the net assets of Colombier, accompanied by recapitalization. Under this method of accounting, Colombier was treated as the acquired company for financial accounting and reporting purposes under GAAP.

 

Transaction Proceeds

 

Upon closing of the Business Combination, the Company received gross proceeds of $34.9 million from the Business Combination, offset by total transaction costs of $16.8 million. The following table reconciles the elements of the Business Combination to the condensed consolidated statements of cash flows and the condensed consolidated statement of changes in stockholders’ equity for the period ended September 30, 2023:

 

Cash-trust and cash, net of redemptions   $ 34,938,880  
Less: transaction costs and advisory fees, paid     (16,834,686 )
Net proceeds from the Business Combination     18,104,194  
Less: public and private placement warrant liabilities     (8,816,500 )
Less: earn-out liabilities     (2,400,000 )
Add: amounts paid in advance     2,570,919  
Add: Transaction costs in accounts payable and accrued expenses     2,967,393  
Reverse recapitalization, net   $ 12,426,006  

 

The number of shares of Common Stock issued immediately following the consummation of the Business Combination were:

 

Colombier Class A common stock, outstanding prior to the Business Combination     17,250,000  
Less: Redemption of Colombier Class A common stock     (13,827,349 )
Class A common stock of Colombier     3,422,651  
Colombier Class B common stock, outstanding prior to the Business Combination     4,312,500  
Business Combination shares     7,735,151  
PSQ Shares     21,522,825  
Common Stock immediately after the Business Combination     29,257,976  

 

The number of PSQ shares was determined as follows:

 

   

PSQ

Shares

    PSQ
Shares after
conversion
ratio
 
Class A Common Stock     940,044       18,309,147  
Class C Common Stock     165,000       3,213,678  
Total     1,105,044       21,522,825  

 

Public and private placement warrants

 

The Public Warrants issued in the IPO and 5,700,000 warrants issued in connection with private placement at the time of Colombier’s initial public offering (the “Private Placement Warrants”) remained outstanding and became warrants for the Company (see Note 9).

 

Redemption

 

Prior to the closing of the Business Combination, certain Colombier public shareholders exercised their right to redeem certain of their outstanding shares for cash, resulting in the redemption of 13,827,349 shares of Colombier Class A common stock for an aggregate payment of $141,151,432.

 

Transactions costs

 

For the three and nine months ended September 30, 2023, transaction costs incurred within the condensed consolidated statements of operations were as follows:

 

    Three months
ended
September 30,
2023
    Nine months
ended
September 30,
2023
 
             
Accounting fees   $ 247,912     $ 756,257  
Legal fees     1,818,914       5,049,149  
Travel and other expenses     331,971       331,971  
One-time share-based payment to influencers and advisors     910,800       910,800  
Total   $ 3,309,597     $ 7,048,177