PSQ (PSQH) - 2021 Q3 - Quarterly Report

Part I. Financial Information Item 1. Financial Statements The unaudited condensed financial statements for Colombier Acquisition Corp. as of September 30, 2021, show a company in its early stages, post-Initial Public Offering (IPO), with a balance sheet dominated by marketable securities in a trust account and a net income driven by warrant liability fair value changes Condensed Balance Sheet As of September 30, 2021, total assets were $174.1 million, primarily marketable securities in the Trust Account, with total liabilities at $12.7 million, and a significant stockholders' deficit due to Class A common stock classified as temporary equity Condensed Balance Sheet as of September 30, 2021 (Unaudited) | Category | Amount (USD) | | :--- | :--- | | Assets | | | Total Current Assets | 1,635,745 | | Marketable securities held in Trust Account | 172,502,851 | | Total Assets | 174,138,596 | | Liabilities & Stockholders' Deficit | | | Total Current Liabilities | 236,490 | | Warrant liabilities | 6,469,000 | | Deferred underwriting fee payable | 6,037,500 | | Total Liabilities | 12,742,990 | | Class A common stock subject to possible redemption | 172,500,000 | | Total Stockholders' Deficit | (11,104,394) | Condensed Statements of Operations For the three months ended September 30, 2021, and since inception, the company reported net income of $4.8 million and $3.8 million respectively, primarily due to a non-cash gain from the change in fair value of warrant liabilities offsetting operational costs Condensed Statements of Operations (Unaudited) | Metric | Three Months Ended Sep 30, 2021 | Period from Feb 12, 2021 (Inception) to Sep 30, 2021 | | :--- | :--- | :--- | | Formation and operational costs | $331,519 | $415,446 | | Loss from operations | ($331,519) | ($415,446) | | Change in fair value of warrant liabilities | $5,137,500 | $4,522,500 | | Net income | $4,769,399 | $3,780,286 | | Basic and diluted net income per share, Class A | $0.22 | $0.31 | Condensed Statement of Cash Flows From inception to September 30, 2021, net cash used in operating activities was $913,835, net cash used in investing activities was $172.5 million for the Trust Account, and net cash provided by financing activities was $174.3 million, resulting in an ending cash balance of $921,140 Cash Flow Summary (from Inception to Sep 30, 2021) | Cash Flow Activity | Amount (USD) | | :--- | :--- | | Net cash used in operating activities | (913,835) | | Net cash used in investing activities | (172,500,000) | | Net cash provided by financing activities | 174,334,975 | | Net Change in Cash | 921,140 | | Cash – End of period | 921,140 | Notes to Condensed Financial Statements The notes detail the company's formation as a blank check company, its IPO in June 2021 raising $172.5 million for the Trust Account, a revision to reclassify redeemable Class A common stock, and descriptions of accounting policies and related party transactions - The company is a blank check company formed on February 12, 2021, to effect a Business Combination and has not yet commenced any operations[20][22] - The company consummated its Initial Public Offering, including the full exercise of the over-allotment option, raising a total of $172.5 million, which was deposited into the Trust Account[23][27] - The company has until June 11, 2023 (24 months from IPO closing) to complete a Business Combination, or it will be required to liquidate and redeem the Public Shares[37] - A revision was made to previously issued financial statements to properly classify all Class A common stock subject to possible redemption as temporary equity, correcting an initial valuation error[46] Management's Discussion and Analysis of Financial Condition and Results of Operations Management's discussion confirms the company is a blank check entity with no operations or revenue, with net income driven by non-operating gains from warrant liabilities, and sufficient funds for operations until a Business Combination is consummated - The company is a blank check company formed to effectuate a Business Combination and has not engaged in any operations or generated any revenues to date[127][129] Results of Operations Summary | Period | Net Income (USD) | Key Drivers | | :--- | :--- | :--- | | Three months ended Sep 30, 2021 | 4,769,399 | Change in fair value of warrant liability ($5.1M) offset by operational costs ($0.3M) | | Inception (Feb 12, 2021) to Sep 30, 2021 | 3,780,286 | Change in fair value of warrant liability ($4.5M) offset by operational costs ($0.4M) | - As of September 30, 2021, the company had $921,140 in cash and $172.5 million in marketable securities held in the Trust Account[137][139] - Critical accounting policies include accounting for warrant liabilities at fair value and classifying Class A common stock subject to possible redemption as temporary equity[146][147] Quantitative and Qualitative Disclosures Regarding Market Risk This section is not applicable as the company is a smaller reporting company - Disclosure regarding market risk is not required for smaller reporting companies[152] Controls and Procedures Management concluded that the company's disclosure controls and procedures were effective as of September 30, 2021, with no material changes to internal control over financial reporting during the quarter - Based on an evaluation as of September 30, 2021, the principal executive officer and principal financial officer concluded that the company's disclosure controls and procedures were effective[154] - No changes in internal control over financial reporting occurred during the quarter that materially affected, or are reasonably likely to materially affect, internal controls[155] Part II. Other Information Legal Proceedings The company has no legal proceedings to report - There are no legal proceedings[157] Risk Factors There have been no material changes to the risk factors previously disclosed in the company's final prospectus for its Initial Public Offering filed with the SEC - No material changes have occurred to the risk factors disclosed in the company's final IPO prospectus[157] Unregistered Sales of Equity Securities and Use of Proceeds This section details the proceeds from the company's Initial Public Offering and a simultaneous private placement, with $150 million placed in the Trust Account and the Sponsor purchasing private placement warrants in an unregistered sale - The company consummated its IPO of 15,000,000 Units at $10.00 per unit on June 11, 2021, with an additional 2,250,000 Units sold on July 1, 2021, via the underwriters' over-allotment option[158][161] - Simultaneously with the IPO, the Sponsor purchased 5,250,000 Private Placement Warrants at $1.00 each, plus an additional 450,000 warrants with the over-allotment exercise, in a private placement exempt from registration[159][161] - Of the total gross proceeds from the offerings, $150 million was placed in the Trust Account[162] Exhibits This section lists the exhibits filed with the Quarterly Report on Form 10-Q, which include officer certifications pursuant to the Sarbanes-Oxley Act of 2002 and Inline XBRL documents - Filed exhibits include certifications from the Principal Executive Officer and Principal Financial Officer under Sections 302 and 906 of the Sarbanes-Oxley Act, as well as various Inline XBRL data files[169]