Colombier Acquisition(US:CLBR)2025-03-10 22:43IPO and Fundraising - The company completed its Initial Public Offering on November 24, 2023, raising gross proceeds of $170,000,000 from the sale of 17,000,000 Units at $10.00 per Unit[24]. - A private sale of 5,000,000 Private Placement Warrants was completed simultaneously, generating an additional $5,000,000[25]. - The total amount placed in the Trust Account is $170,000,000, which includes $167,450,000 from the IPO and $2,550,000 from the Private Placement[25]. - The underwriters received a cash underwriting fee of $2,550,000 and a deferred fee of $5,950,000, contingent upon the completion of a Business Combination[162]. - Roth provided financial advisory services for a fee of $510,000, with a deferred fee of up to $1,190,000 payable upon the closing of a Business Combination[164]. Business Combination Agreement - The GrabAGun Business Combination Agreement includes a total consideration of $150,000,000, comprising $100,000,000 in Pubco Common Stock and $50,000,000 in cash[31]. - The GrabAGun Business Combination will result in the company and GrabAGun becoming wholly-owned subsidiaries of Pubco, which will be publicly traded[30]. - The company must complete its initial Business Combination by February 24, 2026, or face termination and distribution of Trust Account funds[26]. - The transactions are subject to various conditions, including shareholder approval and maintaining at least $5,000,001 in consolidated net tangible assets prior to closing[44]. - The GrabAGun Business Combination Agreement mandates that the board of directors of Pubco will consist of nine members, with specific designations from both the company and GrabAGun[40]. - The GrabAGun Business Combination Agreement is subject to various closing conditions, including the accuracy of representations and warranties related to organization, capitalization, and material adverse effects[46]. - The agreement may be terminated if the closing does not occur by August 1, 2025, or under other customary circumstances[48]. - GrabAGun has agreed to waive any claims against the Company's trust account held for public shareholders[51]. - The fair market value of GrabAGun was determined to be substantially in excess of 80% of the funds in the trust account, satisfying NYSE rules[70]. Financial Performance and Projections - For the year ended December 31, 2024, the company reported a net income of $5,758,466, primarily from interest earned on marketable securities held in the Trust Account, totaling $8,778,260[149]. - As of December 31, 2024, the company had cash and marketable securities in the Trust Account amounting to $177,634,717, including approximately $9,634,717 of interest income[155]. - The company has not generated any operating revenues to date and does not expect to do so until after the completion of its Business Combination[148]. - The company incurred operating expenses of $3,019,794 for the year ended December 31, 2024[149]. - The company has withdrawn $2 million from the Trust Account for working capital purposes as of December 31, 2024[153]. - The company faces substantial doubt about its ability to continue as a going concern if a Business Combination is not consummated by February 24, 2026[159]. Shareholder Rights and Redemption - The company must ensure net tangible assets are at least $5,000,001 to consummate the initial Business Combination[85]. - Shareholder approval is required if the company issues more than 20% of Class A Ordinary Shares or if certain ownership thresholds are met[77]. - The company will provide Public Shareholders the opportunity to redeem shares either through a general meeting or a tender offer[86]. - Public Shareholders are restricted from seeking redemption rights for more than 15% of the shares sold in the Initial Public Offering without prior consent[95]. - The company has until February 24, 2026, to complete the initial Business Combination, or it will cease operations and redeem Public Shares at a per-share price equal to the amount in the Trust Account[103]. - The per-share redemption amount upon dissolution is expected to be approximately $10.00, but may be less due to creditor claims[107]. - If redemptions exceed available cash, the company will not complete the initial Business Combination[85]. - If the aggregate cash consideration required for redemptions exceeds available cash, the company will not complete the Business Combination or redeem any shares[94]. Management and Governance - The Management Team has extensive experience across various sectors, positioning the Company to identify and execute business combination opportunities[67]. - Omeed Malik serves as the Chief Executive Officer and Chairman of the Board, with significant experience in investment banking and hedge fund advisory[187]. - Joe Voboril, the Chief Financial Officer and Co-President, has a background in public market investing and hedge fund advisory, co-creating the Hedge Fund Advisory group at Bank of America[190][192]. - Andrew Nasser, Co-President and Chief Investment Officer, has reviewed hundreds of investment opportunities in technology sectors and facilitated transactions for multiple blank check companies[195]. - Jordan Cohen, Chief Operating Officer, has over twenty years of experience in consumer and technology investments, previously managing a multi-strategy portfolio[196]. - The company has a strong leadership team with diverse backgrounds in finance, investment banking, and corporate governance, enhancing its strategic direction[189][190][191][195][196][204][205][206]. - The Board of Directors consists of five members, divided into three classes, with each class serving a three-year term[210]. - The Audit Committee is comprised solely of independent directors, including Messrs. Kavanaugh and Buskirk, and Ms. Willoughby[216]. - The Compensation Committee is responsible for overseeing executive compensation and may retain external advisers while considering their independence[219]. - The Nominating and Corporate Governance Committee evaluates the CEO's performance and recommends compensation adjustments[221]. Risks and Challenges - The company may face competition from other SPACs, private equity groups, and public companies, which may limit its ability to acquire larger target businesses[115]. - The company may not be able to complete its initial Business Combination within the prescribed time frame, which could adversely affect shareholder returns[126]. - The company is subject to risks related to market conditions, economic uncertainty, and potential military conflicts that could affect its ability to consummate a Business Combination[126]. - The company may engage underwriters for additional services post-IPO, which could create potential conflicts of interest[126]. - The company has not secured third-party financing for the Business Combination, which may affect its options[74].