PSQ (US:PSQH)2023-05-12 20:16Part I. Financial Information Item 1. Interim Condensed Consolidated Financial Statements This section presents the unaudited interim financial statements, including balance sheets, statements of operations, and cash flows, detailing the company's financial position and a net loss of $1.65 million for the quarter Condensed Consolidated Balance Sheets As of March 31, 2023, total assets increased slightly to $176.3 million, while total liabilities rose to $10.8 million, and the stockholders' deficit widened to $7.9 million Condensed Consolidated Balance Sheets (Unaudited) | | March 31, 2023 | December 31, 2022 | | :--- | :--- | :--- | | Assets | | | | Cash | $1,792,862 | $195,339 | | Marketable securities held in Trust Account | $174,396,858 | $174,948,027 | | Total Assets | $176,325,225 | $175,322,752 | | Liabilities & Stockholders' Deficit | | | | Total current liabilities | $2,276,848 | $1,110,527 | | Warrant liabilities | $2,519,000 | $1,030,500 | | Total liabilities | $10,833,348 | $8,178,527 | | Class A common stock subject to possible redemption | $173,367,397 | $173,034,002 | | Total Stockholders' Deficit | ($7,875,520) | ($5,889,777) | | TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $176,325,225 | $175,322,752 | Condensed Consolidated Statements of Operations For Q1 2023, the company reported a net loss of $1.65 million, a significant shift from $2.59 million net income in Q1 2022, primarily due to increased operating costs and negative warrant fair value changes Condensed Consolidated Statements of Operations (Unaudited) | | Three Months Ended March 31, 2023 | Three Months Ended March 31, 2022 | | :--- | :--- | :--- | | Operating and formation costs | $1,549,416 | $292,360 | | Loss from operations | ($1,549,416) | ($292,360) | | Interest earned on marketable securities held in Trust Account | $1,838,129 | $11,135 | | Change in fair value of warrant liabilities | ($1,488,500) | $2,866,252 | | Provision for income taxes | ($452,561) | — | | Net (loss) income | ($1,652,348) | $2,585,027 | | Basic and diluted net (loss) income per share, Class A | ($0.08) | $0.12 | Condensed Consolidated Statements of Cash Flows Net cash used in operating activities was $791,775 for Q1 2023, offset by $2.39 million from investing activities, resulting in a $1.6 million net increase in cash Cash Flow Summary (Unaudited) | | Three Months Ended March 31, 2023 | Three Months Ended March 31, 2022 | | :--- | :--- | :--- | | Net cash used in operating activities | ($791,775) | ($383,074) | | Net cash provided by investing activities | $2,389,298 | $0 | | Net Change in Cash | $1,597,523 | ($383,074) | | Cash – Beginning | $195,339 | $841,226 | | Cash – Ending | $1,792,862 | $458,152 | Notes to Condensed Consolidated Financial Statements These notes detail the company's status as a blank check company, its pending merger with PublicSq., and liquidity concerns, including the September 11, 2023 business combination deadline and deferred underwriting fees - The Company is a blank check company formed to effectuate a business combination, with all activity related to its formation, IPO, and target identification2224 - On February 27, 2023, the Company entered into a Merger Agreement with PSQ Holdings, Inc. d/b/a PublicSq42 - The Company faces mandatory liquidation if a Business Combination is not completed by September 11, 2023, raising substantial doubt about its going concern ability3947 - A deferred underwriting fee of $6,037,500 is payable from the Trust Account only upon completion of a Business Combination30100 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses the Q1 2023 financial results, highlighting a net loss of $1.65 million due to increased operating costs and warrant fair value changes, and addresses the pending PublicSq. merger and going concern risks Results of Operations Summary | | Three Months Ended March 31, 2023 | Three Months Ended March 31, 2022 | | :--- | :--- | :--- | | Net (Loss) / Income | ($1,652,348) | $2,585,027 | | Key Drivers | | | | Operating Costs | $1,549,416 | $292,360 | | Change in Fair Value of Warrant Liabilities | ($1,488,500) | $2,866,252 | | Interest Earned on Trust Account | $1,838,129 | $11,135 | - As of March 31, 2023, the company held $1,792,862 in cash outside the trust account and $174,396,858 in marketable securities within the Trust Account153155 - The September 11, 2023, deadline for a Business Combination raises substantial doubt about the company's going concern ability if not met, potentially leading to mandatory liquidation159 - A definitive Merger Agreement with PublicSq. was entered on February 27, 2023, automatically extending the business combination completion window to September 11, 2023163173 Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk As a smaller reporting company, Colombier Acquisition Corp. is not required to provide the information for this item - The company is a smaller reporting company and is not required to provide the information for this Item181 Item 4. Controls and Procedures Management concluded that disclosure controls and procedures were ineffective as of March 31, 2023, due to a material weakness in accounting for complex financial instruments, with remediation plans underway - The CEO and CFO concluded that disclosure controls and procedures were not effective as of March 31, 2023183 - This ineffectiveness stemmed from a material weakness in internal control over financial reporting related to complex financial instruments accounting183 - Management plans to remediate this weakness by enhancing review processes, improving access to accounting literature, and consulting third-party professionals184 Part II. Other Information Item 1. Legal Proceedings The company reports no legal proceedings to disclose - The company has no legal proceedings to report188 Item 1A. Risk Factors There have been no material changes to the risk factors previously disclosed in the Annual Report on Form 10-K - There have been no material changes to the risk factors disclosed in the company's Annual Report on Form 10-K189 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section details $172.5 million in gross proceeds from the IPO and $5.7 million from private placement warrants, with $172.5 million deposited into the Trust Account - The IPO and over-allotment option generated $172.5 million in gross proceeds from the sale of 17,250,000 units190193 - The Sponsor purchased 5,700,000 Private Placement Warrants for $5.7 million191193 - A total of $172.5 million from gross proceeds was placed in the Trust Account193 Item 3. Defaults Upon Senior Securities The company reports no defaults upon senior securities - None196 Item 4. Mine Safety Disclosures The company reports no mine safety disclosures - None196 Item 5. Other Information The company reports no other information - None196 Item 6. Exhibits This section lists exhibits filed with the Form 10-Q, including the Merger Agreement with PublicSq. and various support agreements and officer certifications - Exhibits filed include the Merger Agreement with PSQ Holdings, Inc., Sponsor Support Agreement, and officer certifications197 Part III. Signatures Signatures The report was duly signed by Omeed Malik, CEO, and Joe Voboril, CFO, on May 12, 2023 - The report was signed on May 12, 2023, by Omeed Malik (CEO) and Joe Voboril (CFO)201