Colombier Acquisition(CLBR) - 2025 Q1 - Quarterly Report

Financial Performance - For the three months ended March 31, 2025, the company reported a net loss of $48,958, with operating expenses of $1,909,086 offsetting interest income of $1,860,128 [140]. - The company incurred net cash used in operating activities of $462,370 for the three months ended March 31, 2025 [143]. - As of March 31, 2025, the company had approximately $179.49 million in cash and marketable securities held in the Trust Account, including about $9.49 million of interest income [147]. Initial Public Offering - 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 [142]. - The underwriters of the Initial Public Offering are entitled to a cash underwriting fee of $2.55 million, with an additional deferred fee of $5.95 million contingent on the completion of a Business Combination [154]. - The company entered into a Financial Advisory Services Agreement with Roth, with a fee of $510,000 payable upon the closing of the Initial Public Offering, and a deferred fee of up to $1,190,000 contingent on completing a Business Combination [155]. Business Combination - The company has until February 24, 2026, to complete a Business Combination, or it will face mandatory liquidation [150]. - The company entered into a Business Combination Agreement with GrabAGun on January 6, 2025, which involves a merger with multiple entities [136]. - The company plans to use substantially all funds in the Trust Account to complete the Business Combination and for working capital purposes thereafter [147]. Debt and Financing - The company has no long-term debt or off-balance sheet financing arrangements as of March 31, 2025 [152]. - The company has incurred $280,000 and $910,000 in fees under the Administrative Services Agreement and Services and Indemnification Agreement as of March 31, 2025, respectively [153]. - A Capital Market Advisory Agreement was established with BTIG, allowing for a fee of $1,500,000 payable only if the Business Combination is completed, along with reimbursement of expenses up to $25,000 [156]. - Another Capital Market Advisory Agreement with Roth Capital Partners includes a fee of $1,000,000 payable at the closing of the Business Combination, plus reimbursement of expenses up to $5,000 [157]. Equity and Accounting - Ordinary Shares subject to possible redemption are classified as temporary equity, reflecting certain redemption rights outside the company's control [159]. - Warrants are assessed for classification as either equity or liability instruments based on specific terms, with management concluding that Public Warrants and Private Placement Warrants qualify for equity accounting treatment [160]. - Net (loss) income per Ordinary Share is calculated by dividing net (loss) income by the weighted average number of Ordinary Shares outstanding, excluding accretion associated with redeemable Ordinary Shares [161]. - Management does not anticipate that recently issued accounting standards will materially affect the unaudited condensed financial statements [162]. - The company is classified as a smaller reporting company and is not required to provide extensive market risk disclosures [163].