Colombier Acquisition(US:CLBR)2024-03-25 20:05IPO and Financial Proceeds - The company completed its Initial Public Offering on November 24, 2023, raising gross proceeds of $170 million from the sale of 17 million units at $10.00 per unit[21]. - A private sale of 5 million Private Placement Warrants generated an additional $5 million, bringing total proceeds to $175 million, with $170 million placed in a Trust Account[22]. - The Trust Account holds a total of $170 million, which includes $167.45 million from the IPO and $2.55 million from a Private Placement, with investments limited to U.S. government securities and money market funds[155]. - As of December 31, 2023, the company had cash and marketable securities in the Trust Account totaling $170,856,457, including approximately $856,457 of interest income[170]. - The company may incur up to $300,000 in loans under the IPO Promissory Note to cover offering-related expenses[60]. - The company may issue up to $1,500,000 in Working Capital Loans convertible into warrants at $1.00 per warrant[60]. Business Combination Requirements - The company must complete its initial Business Combination by November 24, 2025, with a possible extension to February 24, 2026, if certain conditions are met[23]. - The company must complete an initial Business Combination with a target business or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account[54]. - The company anticipates structuring the initial Business Combination to acquire 100% of the equity interests or assets of the target business, but may acquire less than 100% under certain conditions[55]. - The company will only consummate an initial Business Combination if net tangible assets are at least $5,000,001 either immediately prior to or upon consummation[81]. - The company will only complete the initial Business Combination if it receives the approval of an ordinary resolution passed by a simple majority of the shareholders[84]. - The company must complete its Business Combination by November 20, 2026, to comply with NYSE rules[126]. Management and Strategy - The management team has a track record of raising over $3.5 billion in growth capital and successfully completed the Colombier 1 Business Combination, acquiring PublicSq. for approximately $200 million[42]. - The management team aims to leverage its extensive network and capital markets expertise to identify and execute compelling Business Combination opportunities[29]. - The management team emphasizes the importance of a committed and capable management team in potential acquisition targets, aligning interests with investors[50]. - The company is focused on industries that complement its management team's background and network, aiming to capitalize on identified business opportunities[36]. - The company is targeting businesses with an enterprise value between $150 million and $2 billion, focusing on scalable growth platforms and strong competitive positioning[50]. - The company is focused on providing financing to high growth venture-backed companies in the EIG economy[202]. Shareholder Rights and Redemption - The company will provide Public Shareholders with the opportunity to redeem their shares at a per-share price equal to the aggregate amount in the Trust Account divided by the number of outstanding Public Shares[79]. - Public Shareholders are restricted from seeking redemption rights for more than 15% of the shares sold in the Initial Public Offering without prior consent from the company[92]. - The redemption process requires Public Shareholders to deliver their share certificates or electronically transfer their shares to the transfer agent two business days prior to the vote on the initial Business Combination[94]. - The estimated per-share redemption amount upon liquidation is approximately $10.05, but this may be reduced due to creditor claims against the Trust Account[103]. - If the initial Business Combination is not completed, the company will redeem Public Shares at a per-share price equal to the aggregate amount in the Trust Account, subject to certain conditions[99]. - Shareholders must exercise their redemption rights to receive funds from the Trust Account, and voting alone does not entitle them to redemption[109]. Financial Performance and Expenses - The company reported a net income of $414,496 for the period from September 27, 2023, to December 31, 2023, primarily from interest earned on marketable securities of $856,457, offset by operating expenses of $441,961[164]. - The company incurred net cash used in operating activities of $680,873 during the same period, influenced by various operational expenses and changes in operating assets and liabilities[167]. - The company has no off-balance sheet financing arrangements or long-term debt obligations as of December 31, 2023[175]. - The company has entered into agreements for administrative and executive services, incurring monthly fees of $10,000 and $60,000, respectively, which will cease upon the completion of the initial Business Combination[176]. - The company expects to incur significant costs in pursuing its acquisition plans and cannot assure shareholders of successful completion of a Business Combination[161]. Risks and Challenges - The company may face conflicts of interest due to management's ownership of Founder Shares and Private Placement Warrants, potentially influencing acquisition decisions[62]. - The company may lack diversification post-Business Combination, relying on the performance of a single business[67]. - Economic uncertainties, including inflation and interest rate increases, could adversely affect the company's ability to consummate a Business Combination[124]. - Cyber incidents or attacks could lead to significant operational disruptions and financial losses for the company[128]. - The company faces competition from other entities with similar business objectives, which may limit its ability to acquire larger target businesses[110]. Compliance and Reporting - The company has registered its Units, Public Shares, and Public Warrants under the Exchange Act and is subject to periodic reporting obligations[112]. - The company is classified as an "emerging growth company" and is eligible for certain exemptions from reporting requirements[117]. - The company will remain an emerging growth company until it meets specific revenue or market value thresholds[119]. - The company is a "smaller reporting company," allowing it to provide only two years of audited financial statements[120]. - The company is subject to the SEC's 2024 SPAC Rules, which may increase costs and time needed to complete a Business Combination[132]. Management Team and Board - The board includes experienced professionals with backgrounds in finance, investment banking, and corporate governance[199]. - Ryan Kavanaugh, a director, has produced films generating over $20 billion in worldwide box office revenue[209]. - Chris Buskirk, a director, has founded multiple finance businesses and has significant investment experience[216]. - Candice Willoughby joined the Board of Directors in November 2023, bringing over 20 years of capital markets and investment management experience[217]. - Michael Seifert has served as a director since November 2023, previously holding positions as President and CEO of PSQ Holdings, Inc., which was renamed PublicSq. Inc. after a business combination on July 19, 2023[219].